SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.       )*

VANTAGEMED CORPORATION
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

92208W 10 6
(CUSIP Number)

Nightingale Informatix Corporation
3762 14th Avenue, Ground Floor
Markham, Ontario L3R 0G7 Canada
(905) 415-8780
Attention: Nick Vaney, Chief Financial Officer

with a copy to:

Hayden Bergman Rooney, Professional Corporation
150 Post Street, Suite 650
San Francisco, California 94108
(415) 692-3310
Attention: Kevin K. Rooney, Esq.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 16, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   92208W 10 6
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Nightingale Informatix Corporation
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(a)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC and BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Province of Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power 8,901,350*
			9.	Sole Dispositive Power None
			10.	Shared Dispositive Power 8,901,350*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,901,350*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o Not applicable
	13.	Percent of Class Represented by Amount in Row (11) 58.0%**
	14.	Type of Reporting Person (See Instructions) CO

 *         Represents the aggregate number of shares of VantageMed Corporation common stock beneficially owned by the directors, officers and certain other stockholders of VantageMed Corporation who entered into Voting Agreements dated February 16, 2007 with Nightingale Informatix Corporation obligating the holder to vote such shares in favor of the proposed acquisition of VantageMed Corporation by Nightingale Informatix Corporation and related matters. Nightingale Informatix Corporation expressly disclaims beneficial ownership of any of the shares of VantageMed Corporation common stock subject to the Voting Agreements.

**       Based on 40,000,000 shares of VantageMed Corporation common stock, of which 15,358,745 shares were outstanding as of February 15, 2007, as represented by VantageMed Corporation in the Agreement and Plan of Merger discussed in Items 3, 4 and 6 below, and 2,641,370 shares were beneficially owned by the Stockholders pursuant to stock options and warrants in respect of VantageMed Corporation common stock that were vested as of February 15, 2007 or will vest within 60 days of such date.

Item 1. Security and Issuer

This Statement on Schedule 13D (“Statement”) relates to shares of common stock, par value $0.001 per share (the “Shares”), of VantageMed Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 11060 White Rock Road, Suite 210, Rancho Cordova, California 95670.

Item 2. Identity and Background

(a)           This Statement is being filed by Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Nightingale”).

(b)           The principal business address of Nightingale is 3762 14th Avenue, Ground Floor, Markham, Ontario L3R 0G7 Canada.

(c)           Nightingale is a healthcare application service provider for outpatient clinics. Nightingale’s Internet-based electronic health record, electronic medical record and practice management solutions are designed to help physicians, clinics, hospitals and other healthcare organizations more efficiently manage their operations and patient records.

(d)           During the past five years, neither Nightingale nor, to the knowledge of Nightingale, any

person named on Schedule I attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the past five years, neither Nightingale nor, to the knowledge of Nightingale, any person named on Schedule I attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)            To the knowledge of Nightingale, except as otherwise indicated on Schedule I attached hereto, each of the individuals identified on Schedule I attached hereto is a citizen of Canada.

This Item 2 is qualified in its entirety by reference to Schedule I to this Statement, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to the Agreement and Plan of Merger, dated as of February 16, 2007, a copy of which is filed herewith as Exhibit 1 (the “Merger Agreement”), by and among Nightingale Informatix Corporation, Viper Acquisition Corporation and VantageMed Corporation, Nightingale will acquire the Company by means of a merger of Viper Acquisition Corporation, a wholly owned subsidiary of Nightingale (“Merger Sub”), with and into the Company (the “Merger”).  As a result of the Merger, the Company will become a wholly owned subsidiary of Nightingale. As an inducement for Nightingale to enter into the Merger Agreement and in consideration thereof, certain directors, officers and other stockholders of the Company, as identified on Schedule II (collectively, the “Stockholders”), entered into Company Voting Agreements with Nightingale, dated as of February 16, 2007 (the “Voting Agreements”), the forms of which are filed herewith as Exhibit 2 and Exhibit 3 and are more fully described in Item 6. Nightingale did not pay any additional consideration to the Stockholders in exchange for the Voting Agreements.

Pursuant to the Merger Agreement, Nightingale will pay each Company stockholder $0.75 per Share in cash, which, based on the 15,358,745 Shares outstanding as of February 15, 2007, as represented by the Company in the Merger Agreement, and an additional 1,945,695 Shares estimated by the Company that will be issuable as a result of vested in-the-money options and warrants on or before the closing of the Merger, makes the total consideration payable to the Company stockholders approximately $13 million. Such funds will be made available to Nightingale from the Bridge Facility (as defined below) or the Offering (as defined below), or a combination of both, as well as from internal cash resources of Nightingale.

In connection with the Merger, Nightingale has arranged a committed subordinated credit facility of CDN$15.5 million led by Wellington Financial LP and including Export Development Canada, a Limited Partner in Wellington Financial Fund III (the “Bridge Facility”). The Bridge Facility will be a secured term loan available by way of a single draw at the closing of the Merger, with CDN$6 million repayable at 12 months and CDN$9.5 million repayable at 24 months from the date of closing of the credit facility at an average interest rate of 12.75% per annum. The Bridge Facility will be secured against all of the assets of Nightingale and the Company. A commitment letter (the “Commitment Letter”) dated February 15, 2007 for the Bridge Facility is filed herewith as Exhibit 4. Availability of the Bridge Facility will be subject to certain customary conditions, and Nightingale must comply with certain customary financial and

other covenants and reporting obligations under the credit documentation which will govern and evidence the Bridge Facility.

Nightingale filed a preliminary short form prospectus with the Ontario Securities Commission on February 26, 2007 in connection with a fully-marketed, underwritten public offering of subscription receipts in the Provinces of Ontario, British Columbia, Alberta, Manitoba and Quebec (the “Offering”). Each subscription receipt will entitle the holder thereof to receive, for no additional consideration, a unit (a “Unit”) consisting of one common share and one half of one common share purchase warrant (each whole warrant, a “Warrant”) of Nightingale. Each Warrant will entitle the holder to subscribe for one common share of Nightingale for a period of 24 months from the date of issue. Dundee Securities Corp. and Clarus Securities Inc. have agreed to act as co-lead underwriters and together with Raymond James Ltd., form the syndicate of underwriters (collectively, the “Underwriters”) for the Offering. Nightingale expects that the gross proceeds of the Offering will be approximately CDN$15 million with the final terms of the Offering to be determined at the time of pricing. Closing of the Offering is expected to occur on or about March 19, 2007 and is subject to, among other things, regulatory approval. The gross proceeds of the Offering will be deposited in escrow pending the completion of the Merger, whereupon such proceeds will be released to Nightingale and the subscription receipts will automatically be exchanged for Units.

By having Bridge Facility in place, completion of the Merger is not conditional upon completion of the Offering. If the Merger closes prior to the completion of the Offering, Nightingale will draw upon the Bridge Facility to finance the total consideration payable to the Company stockholders in the Merger. However, if the Offering is, as Nightingale expects, completed prior to the completion of the Merger, Nightingale will not draw on the Bridge Facility or only draw on part of the Bridge Facility.

References to, and descriptions of, the Merger, the Merger Agreement, the Voting Agreements and the Commitment Letter throughout this Statement are qualified in their entirety by reference to the Merger Agreement filed herewith as Exhibit 1, the forms of Voting Agreements filed herewith as Exhibit 2 and Exhibit 3 and the Commitment Letter filed herewith as Exhibit 4.  These agreements are incorporated into this Statement where such references and descriptions appear.

Item 4. Purpose of Transaction

The Voting Agreements were an inducement to Nightingale to enter into the Merger Agreement, and were entered into by the parties thereto in order to facilitate the consummation of the Merger. Pursuant to the Merger Agreement, upon the consummation of the Merger, among other things, (i) Merger Sub will merge with and into the Company, (ii) the Company will continue in existence as the surviving corporation in the Merger (the “Surviving Corporation”), (iii) the Surviving Corporation will be a wholly owned subsidiary of Nightingale following the Merger, (iv) each Share of the Company (subject to certain conditions and exceptions set forth in the Merger Agreement) shall be converted into the right to receive $0.75 in cash without interest, (v) the directors and officers of Merger Sub will become the directors and officers of the Surviving Corporation, (vi) the Certificate of Incorporation of the Surviving Corporation shall be amended as provided in the Merger Agreement, and, as so amended, will be in effect until thereafter changed or amended, and (vii) the by-laws of Merger Sub, as in effect immediately prior to the Merger, shall be the by-laws of the Surviving Corporation until thereafter changed or amended.

Upon consummation of the Merger, the Shares shall cease to be listed on the OTC

Bulletin Board and shall become eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

The purpose of the Merger is to acquire control of, and the entire equity interest in, the Company. The Board of Directors of the Company has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby.

                Other than changes described below, it is contemplated that the business and operations of the Company will be continued substantially as they are currently being conducted. Nightingale currently intends to maintain the Company’s headquarters in Rancho Cordova, California. Nightingale will continue to evaluate the business and operations of the Company during the pendency of the Merger and after the consummation of the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Nightingale intends to review such information as part of a comprehensive review of the Company’s business, operations, capitalization, indebtedness and management with a view to optimizing development of the Company’s potential in conjunction with Nightingale’s existing business. In addition, Nightingale intends to and will cause the Company to cease being listed on the OTC Bulletin Board and apply for termination of registration of the Shares under the Act as soon after the completion of the Merger as the requirements for such cessation and termination are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger. Finally in the Merger, the directors and officers of the Company will be replaced with the directors and officers of the Merger Sub.

                Except as set forth in this Statement (including any information incorporated herein by reference) and in connection with the transaction described above, Nightingale does not have any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

 (a)          For purposes of Rule 13d-3 promulgated under the Exchange Act, as a result of the Voting Agreements, Nightingale may be deemed to be the beneficial owner of 8,901,350 Shares, representing an aggregate of 58.0% of the Company’s issued and outstanding Shares as of February 15, 2007 (including Shares issuable pursuant to options, rights or securities owned by any of the Stockholders that were vested as of February 15, 2007 or will vest within 60 days of such date).  Nightingale disclaims any beneficial ownership of such Shares, and nothing herein shall be deemed an admission by Nightingale as to the beneficial ownership of such Shares.

To the knowledge of Nightingale, no Shares are beneficially owned by any of the persons identified in Schedule I to this Statement.

(b)           Nightingale may be deemed to share voting power with respect to the 8,901,350 Shares referenced in (a) above due to Nightingale’s right under the Voting Agreements to direct the voting of such Shares with respect to the matters specified therein (and to vote such Shares in accordance with proxies contained in the Voting Agreements with Richard Altinger, Altinger Family LLC, David Philipp, Steve Curd, Liesel Loesch and Mark Cameron). However, Nightingale does not control the voting of such Shares with respect to other matters, and Nightingale does not possess any other rights as a Company stockholder with respect to such Shares.

The Voting Agreements discussed below in Item 6 apply to any Shares and all other securities of the Company (including all options, warrants and rights to acquire shares of Company common stock) owned by Stockholders as of the date of the Voting Agreements and all additional securities of the Company (including all additional shares of common stock and all additional options, warrants and rights to acquire shares of Company common stock) of which any of the Stockholders becomes the beneficial owner during the period commencing with the execution and delivery of the Voting Agreement until the termination of the Voting Agreement.

Information required by Item 2(a)-(c) with respect to each Stockholder who entered into a Voting Agreement with Nightingale is set forth on Schedule II attached hereto. To the knowledge of Nightingale, none of the Stockholders (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. To the knowledge of Nightingale, each of the individuals listed on Schedule II attached hereto is a citizen of the United States.

(c)           Neither of Nightingale, nor, to the knowledge of Nightingale, any person or entity listed on Schedule I attached hereto, has effected any transactions in the Shares during the past 60 days.

(d)           To the knowledge of Nightingale, except as otherwise indicated, no person other than the Stockholders identified on Schedule II attached hereto has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Shares.

(e)           Not applicable.

The foregoing discussion is qualified in its entirety by reference to the Voting Agreements, the forms of which is filed herewith as Exhibit 2 and Exhibit 3 to this Statement and are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Voting Agreements with Stockholders who are directors or officers of the Company, each in the form attached hereto as Exhibit 2, each of such Stockholders listed on Schedule II attached hereto (A) agreed not to (a) cause or permit any Transfer (as defined therein) of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares without the prior written consent of Nightingale; provided that, notwithstanding the foregoing, the Stockholder is not restricted from effecting a Transfer of any Shares to any member of the Stockholder’s immediate family or to a trust for the benefit of the Stockholder and/or any member of the Stockholder’s immediate family provided that each such transferee shall have (i) executed a counterpart of the Voting Agreement and the proxy attached to the Voting Agreement and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in the Voting Agreement, (b) deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement or commitment with respect to any of the Shares (other than, in each case, the Voting Agreement and the proxy attached to the Voting

Agreement); (B) agreed to cause, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, all of the Shares to be voted (a) in favor of (i) adoption of the Merger Agreement and approval of the Merger and the transactions contemplated thereby and any action required in furtherance thereof, and (ii) any matter that could reasonably be expected to facilitate the Merger, including waiving any notice that may be required related to Merger, and (b) against (i) approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement, including any proposal for the acquisition or purchase of the Company’s assets or capital stock by any person (other than Nightingale), (ii) any other matter that could reasonably be expected to facilitate any acquisition or purchase of the Company’s assets or capital stock by any person (other than Nightingale), (iii) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and (C) delivered to Nightingale a proxy which is coupled with an interest and, until the Expiration Date (as defined therein), is irrevocable to the fullest extent permissible by applicable law, with respect to the shares.

Pursuant to the Voting Agreements with the outside Stockholders, each in the form attached hereto as Exhibit 3, each of such Stockholders listed on Schedule II attached hereto (A) agreed not to (a) cause or permit any Transfer (as defined therein) of any of the Shares to be effected; provided that, (i) notwithstanding the foregoing, the Stockholder is not restricted from effecting a Transfer of any Shares to any member of the Stockholder’s immediate family or to a trust for the benefit of the Stockholder and/or any member of the Stockholder’s immediate family provided that each such transferee shall have (1) executed a counterpart of the Voting Agreement (2) agreed in writing to hold such shares, or such interest therein, subject to all of the terms and conditions set forth in the Voting Agreement, and (ii) the Stockholder shall have the right without notice to Nightingale or any other person to exercise any options, convert any convertible security or exercise any right to exchange any security for Shares or subscribe for any such Shares, and (iii) the Stockholder has the right, without notice to Nightingale or any other person, to sell Shares for a gross price per share at least equal to $0.825 (subject to adjustment in the event of any stock split, reverse stock split, stock dividend or reclassification or recapitalization of Shares), (b) deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement or commitment with respect to any of the Shares (other than, the Voting Agreement); (B) agreed to cause, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, all of the Shares to be voted (a) in favor of adoption of the Merger Agreement and approval of the Merger and the transactions contemplated thereby and any action required in furtherance thereof, and  (b) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement, including any proposal for the acquisition or purchase of the Company’s assets or capital stock by any person (other than Nightingale).

The Voting Agreements also apply to any Shares and all additional securities of the Company (including all additional shares of common stock and all additional options, warrants and rights to acquire shares of Company common stock) of which any of the Stockholders becomes the beneficial owner during the period commencing with the execution and delivery of

the Voting Agreement until the termination of the Voting Agreement.

The Voting Agreements with directors and officers of the Company will terminate upon the earlier of (i) such date and time as the Merger Agreement is validly terminated pursuant to its terms and (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement. The Voting Agreements with other Stockholders will terminate upon the earlier of (i) such date and time as any party to the Merger Agreement provides notice of termination thereunder, (ii) the date on which the Merger Agreement is amended, supplemented or modified to lower the $0.75 per share merger consideration, or Nightingale or Merger Sub make any written proposal or announcement indicating that it intends to lower the per share merger consideration, (iii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement, and (iv) upon written notice by Stockholder to the Company and Nightingale upon the occurrence of a Superior Offer Termination Event (as defined therein).

Pursuant to the Merger Agreement, the Company agreed to (i) certain covenants regarding the termination of discussions, activities and negotiations regarding other acquisition proposals, (ii) the approval, adoption and recommendation of the Merger Agreement (subject to certain exceptions specified in the Merger Agreement), and (iii) various other matters customary in  agreements for transactions such as or similar to the Merger, in each case as more particularly set forth and described in the Merger Agreement incorporated by reference as Exhibit I hereto.

Except as otherwise described herein, to the knowledge of Nightingale, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or Schedule I annexed hereto and between such persons and any person with respect to any securities of the Company.

Item 7. Material to Be Filed as Exhibits

Exhibit 1: Agreement and Plan of Merger, dated February 16, 2007, among Nightingale, Merger Sub and the Company (incorporated herein by reference to Exhibit 2.1 to Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2007).

Exhibit 2: Form of Company Voting Agreement between Nightingale and Richard Altinger, Altinger Family LLC, David Philipp, Steve Curd, Liesel Loesch and Mark Cameron (incorporated herein by reference to Exhibit 99.2 to Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2007).

Exhibit 3: Form of Company Voting Agreement between Nightingale and Special Situations Private Equity Fund, Leaf Investment Partners, LP, Leaf Offshore Investment Fund, LP and Quadramed Corp.  (incorporated herein by reference to Exhibit 99.3 to Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2007).

Exhibit 4: Commitment Letter, dated February 15, 2007, by and among Nightingale, Wellington Financial LP and Export Development Canada.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the Statement is true, complete and correct.

Date: February 26, 2007

NIGHTINGALE INFORMATIX
CORPORATION
By:	/s/ Nick Vaney
Name: Nick Vaney
Title: Chief Financial Officer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Schedule I

Directors and Officers of the Reporting Person

The name, present principal occupation or employment, and the name of any corporation or other  organization in which such employment is conducted, of each of the directors and executive officers of Nightingale Informatix Corporation is set forth below. Except as otherwise indicated below, the business address of each director and executive officer set forth in Schedule I hereto is: 3762-14th Avenue, Ground Floor Markham, Ontario L3R 0G7.

Directors	Title and/or Principal Occupation
David H. Atkins,	Senior Advisor, Lang Michener LLP
David Banks	Vice Chairman, Lawrence & Company Inc.
George Christodoulou	Senior Partner, Altima Dental Canada Inc.
J.R. Kingsley Ward	President, VRG Capital
Samer Chebib	President and Chief Executive Officer, Nightingale Informatix Corporation
Sven Grail	Senior Partner, Altima Dental Canada Inc.

Executive Officers	Title
Samer Chebib	President and Chief Executive Officer of Nightingale Informatix Corporation I
Nick Vaney	Chief Financial Officer of Nightingale Informatix Corporation
Alia Mourtada	Vice President Product Strategy and Client Services of Nightingale Informatix Corporation
John Bodolai	Vice President, Sales and Marketing of Nightingale Informatix Corporation
Rob Marsh	Vice President, Professional Services of Nightingale Informatix Corporation
Zhivago Sivam	Vice President, Product Development of Nightingale Informatix Corporation
Ian Suttie	Vice President, Marketing of Nightingale Informatix Corporation

Schedule II

Parties to Stockholder Agreements with Reporting Person

The following table sets forth the name of each Stockholder of VantageMed Corporation that has entered into a Voting Agreement (copies of the forms of which have been attached hereto as Exhibit 2 and Exhibit 3) with Nightingale Informatix Corporation in connection with the Merger Agreement, and, as of February 15, 2007, (i) the number of Shares of VantageMed Corporation common stock, par value $0.001 per share (each a “Share”), owned by such Stockholder, and (ii) the number of other Shares beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Securities and Exchange Ace of 1934) by such Stockholder by way of VantageMed Corporation stock options or any other options, rights or securities convertible into, or exercisable or exchangeable for, Shares held by such Stockholder or any of its affiliates (“Other Shares”).  Except as otherwise indicated below, the business address of each Stockholder set forth in Schedule II hereto is: 11060 White Rock Road, Suite 210, Rancho Cordova, California 95670.

Stockholder, Principal Occupation and Business Address	Number of Shares owned as of 2/15/07	Number of Other Shares beneficially owned as of 2/15/07
Richard Altinger, Vice President — Marketing and Business Development, VantageMed Corporation	10,000	140,624
Altinger Family LLC	131,527	46,415
David Philipp, Chief Financial Officer for Mother Lode Holding Company	53,763	141,958
Steven Curd, Chief Executive Officer, VantageMed Corporation	264,165	382,683
Liesel Loesch, Chief Financial Officer, VantageMed Corporation	-0-	32,708
Mark Cameron, Chief Operating Officer, VantageMed Corporation	38,002	173,764
Special Situations Private Equity Funds, 527 Madison Ave., Ste 2600, New York, NY 10022	3,225,806	1,392,448
Leaf Investment Partners, LP, 515 Madison Ave. Ste 4200, New York, NY 10022	1,258,065	503,224
Leaf Offshore Investment Fund, LP, 515 Madison Ave. Ste 4200, New York, NY 10022	354,839	141,934
Quadramed Corp., 12110 Sunset Hills Road Ste 600, Reston, VA 20190	599,425	-0-

EX-4

EXHIBIT 4

Wellington Financial LP 161 Bay Street, Suite 2520 Toronto, ON M5J 2S1	Export Development Canada 151 O’Connor Street Ottawa, Ontario K1A 1K3
	February 15, 2007

Nightingale Informatix Corporation
3760 14th Avenue
Suite 200
Ground Floor
Markham, Ontario
L3R 3P7

Attention:  Nick Vaney, CFO:

Re:  Secured Term Loans — Commitment Letter

We understand that Nightingale Informatix Corporation (the “Borrower” or “Company”) intends to acquire all the issued and outstanding shares of VantageMed Corporation (the “Target”) (the “Acquisition”).  In connection with the Acquisition, the Borrower requires loans of up to Cdn. $15,500,000 (the “Term Loans”).

The Borrower has asked that Wellington Financial LP (the “Partnership”) and Export Development Canada (“EDC” and, together with the Partnership, collectively the “Lenders”) commit to provide the Borrower the Term Loans.

The Lenders are pleased to confirm their commitment to the Borrower that they are willing to provide to the Borrower (a) in the case of the Partnership, 50% of the Term Loans and (b) in the case of EDC, 50% of the Term Loans, in each case on the terms and subject to the conditions set forth (i) herein, (ii) in the summary of terms and conditions set forth in the term sheet attached hereto as Appendix “A” (the “Term Sheet”) and (iii) in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Term Loans (the “Fee Letter”).

The commitment of the Lenders to provide the Term Loans is expressly subject to (i) there not having occurred a material adverse change in the business, operations, assets, financial condition or liabilities (contingent or otherwise) of the Borrower and its subsidiaries, taken as a whole; (ii) the Lenders shall not have become aware of any information or other matter which is inconsistent in any material and adverse manner with any information or other matter disclosed to the Lenders by or on behalf of the Borrower, any of its affiliates, representatives or advisers; (iii) the Lenders shall have been given such access to all information which the Borrower has regarding the Target or any of its subsidiaries, their business or the Acquisition as it shall have reasonably requested; (iv) payment in full of all fees and expenses and other amounts payable under this Commitment Letter, the Term Sheet and the Fee Letter

when due and payable and (v) satisfaction of the other terms and conditions set forth or referred to herein and in the Term Sheet.

To induce the Lenders to provide its commitments to the Borrower, the Borrower hereby agrees that the Lenders’ and all of its affiliates’ reasonable expenses incurred (including the reasonable legal fees and expenses of Osler, Hoskin & Harcourt LLP and local counsel and agents retained by Osler, Hoskin & Harcourt LLP on our behalf) in connection with the transaction described herein shall be for the Borrower’s account, whether or not the Term Loans are made or definitive documents in respect thereof are executed.  The Borrower further agrees to indemnify and hold harmless the Lenders and each of their affiliates and each director, officer and employee thereof (each of the foregoing an “indemnified person”) from and against any and all actions, suits, proceedings (including any investigation or inquiry), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any such indemnified person as a result of or arising out of or in any way related to this letter and, upon demand, to pay and reimburse each indemnified person for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any such person is a party to any action or proceeding out of which any such expenses arise), provided that the Borrower shall have no obligation to indemnify any indemnified person for any of the foregoing to the extent determined by a judgment of a court of competent jurisdiction to have arisen from its gross negligence, wilful misconduct or fraud.  This letter is addressed solely to the Borrower and the Lenders shall have no liability to the Borrower or any other person for any consequential damages which may be alleged as a result of this letter or any of the transactions referred to herein.

This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Fee Letter or the Term Sheet nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (based on the advice of legal counsel and subject to such permissible redaction as shall be satisfactory to us), (ii) to your directors, officers, legal counsel and accountants and (iii) to the directors and officers of Clarus Capital, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.  In addition, this Commitment Letter and the Term Sheet (but not the Fee Letter) may be disclosed to the Target and its directors, officers, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

This Commitment Letter shall not be assignable by you without the prior written consent of the Lenders (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and the indemnified persons), is not intended to confer any benefits upon, or create any rights in favour of, any person other than the parties hereto (and the indemnified persons) and is not intended to create a fiduciary relationship between the parties hereto or either of you and any indemnified person.  This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you.  This Commitment Letter (including the Term Sheet) supersedes in all respects those summaries of terms delivered to you by the Lenders or

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any of them (and all other commitment letters, term sheets and other such agreements or documents).

The compensation, reimbursement, indemnification and confidentiality provisions contained herein shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and indemnities (to the extent not included in the definitive loan documents) shall be superseded by the definitive loan documents upon their execution, and, in each case, you shall be released from all liability in connection therewith at such time.

This Commitment Letter and the Term Sheet shall be governed by and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.  This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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If the Borrower is in agreement with the foregoing, please sign and return to each of us (including by way of facsimile) a copy of this letter no later than 11:59 p.m. (Toronto time) on February 15, 2007.  If the Borrower declines to take the foregoing actions, the Borrower shall return all copies of this letter and the Term Sheet to the Partnership as promptly as possible and in such event the Borrower is not authorized to disclose this letter nor the Term Sheet or the contents thereof to any other party.

Yours truly,

On Behalf of WF FUND III LIMITED PARTNERSHIP, c/o/b as Wellington Financial LP and Wellington Financial Fund III by its general partner, GP WF FUND III LIMITED PARTNERSHIP, by its general partner 2089368 ONTARIO LIMITED

By:	/s/ Mark Usher
Name:	Mark Usher
	Authorized Signing Officer

EXPORT DEVELOPMENT CANADA
By:	/s/ Lynda Bernst
Name:	Lynda Bernst
	Authorized Signing Officer
By:	/s/ Michael Machabee
Name:	Michael Machabee
	Authorized Signing Officer

Accepted and agreed this 15th day of February, 2007.

NIGHTINGALE INFORMATIX CORPORATION
By:	/s/ Sam Chebib
Name:	Sam Chebib
	Authorized Signing Officer
By:	/s/ Nick Vaney
Name:	Nick Vaney
	Authorized Signing Officer

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CONFIDENTIAL	APPENDIX A
LENDERS:	Wellington Financial LP (the “Partnership”) and Export Development Canada (“EDC” and, together with the Partnership, the “Lenders”).
BORROWER:	Nightingale Informatix Corporation (“Nightingale”, the “Borrower” or the “Company”).
GUARANTORS:	All subsidiaries of the Borrower.
AMOUNTS:	Up to Cdn$15,500,000 which shall be provided by the Lenders (the “Term Amount”). For greater certainty, the Borrower shall elect the principal amount of such Term Amount advanced to it by the Lenders.
PURPOSE:	To finance the purchase of the shares of VantageMed Corporation and for general corporate purposes.
CLOSING DATE:	On or about April 15, 2007 (the “Closing Date”) and in any event no later than 24 hours following the closing of the Acquisition.
INSTRUMENTS:	Series A Secured Debentures (the “Series A Debentures”), Cdn$3,000,000 of which shall be purchased by the Partnership at the Closing Date.
	Series B Secured Debentures (the “Series B Debentures”), Cdn$3,000,000 of which shall be purchased by EDC at the Closing Date.
	Series C Secured Debentures (the “Series C Debentures”), Cdn$4,750,000 of which shall be purchased by the Partnership at the Closing Date.
	Series D Secured Debentures (the “Series D Debentures”), Cdn$4,750,000 of which shall be purchased by EDC at the Closing Date.
	Collectively, The Series A Debentures, Series B Debentures, Series C Debentures and Series D Debentures shall constitute the “Secured Debentures”.
	For greater certainty, funding on the Closing Date shall be made, first, by issuance of the Series C Debentures and Series D Debentures, on a pro rata basis, and, second, by issuance of the Series A Debentures and Series B Debentures, on a pro rata basis.
REPAYMENT:	Upon the Repayment Date(s) (as defined herein), the Company agrees to satisfy the repayment of the Secured Debentures via a

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	cash payment.
AVAILABILITY:	The Term Amount will be advanced on the Closing Date.
REPAYMENT DATE:	Series A Debentures and Series B Debentures shall mature on the date which is the earlier of (a) 12 months from the Closing Date (as defined herein), (b) the completion of the “Equity Rights Offering” (see “Other Conditions”), (c) an Event of Acceleration (to be defined), or (d) immediately prior to a change of control of the Company.
	The Series C Debentures and Series D Debentures shall mature on the date which is the earlier of (a) 24 months from the Closing Date, (b) an Event of Acceleration (to be defined), or (c) immediately prior to a change of control of the Company.
	Repayment of principal of all Secured Debentures shall only be required on maturity with no amortization over the term.
PREPAYMENT:	The Series A Debentures and Series B Debentures may be prepaid at any time without notice or penalty. Series C Debentures and Series D Debentures may not be prepaid by the Borrower at any time prior to maturity without a 12-month interest makewhole.
INTEREST RATE:	12.75% per annum, calculated annually, not in advance. The interest rate in upon the occurrence and continuance of an event of default under the Secured Debentures or a material non-compliance with the Secured Debentures from the date of default, shall be 20%. Interest shall be payable in arrears at the end of each month and on maturity.
REPRESENTATIONS AND WARRANTIES:	Customary representations and warranties for a transaction of this nature.
COVENANTS:	There shall not, without the advance written consent of the Lenders, exist any debt other than the Secured Debentures for as long as any Secured Dentures remains outstanding, in whole or in part. The Secured Debentures shall be rank senior to all existing and future debt and all other direct or contingent obligations of the Company, save for any priorities created by statutory law regarding government source deductions and purchase money security interests, and the Lenders shall receive subordination agreements in satisfactory form from holders of existing secured debt. If the holder of any debt declares a default according to its covenants, this default will constitute a default under the Loan.
	Notwithstanding the above, the Company shall be permitted to obtain, or maintain, it existing line of credit for Cdn$2,000,000 in senior secured financing (the “Senior Secured Financing”, which

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	includes the existing Greenfield agreement) at customary Chartered Bank operating loan pricing, terms and conditions, which shall rank ahead of the Secured Debentures.
	Within 12 months of the Closing Date, the Company shall undertake an “Equity Rights Offering” or other equity capital funding to raise at least Cdn$6,000,000 in common equity, of which a minimum of Cdn$6,000,000 will be used to satisfy full repayment of the Series A Debentures and Series B Debentures.
	Capital expenditures shall not exceed $500,000 per year.
	Development costs of the Company and its subsidiaries shall not be capitalized.
	Other standard covenants for a transaction of this nature, including without limitation, payment of principal and interest, maintenance of corporate existence, delivery of secured property and perfection, no encumbrances, maintenance of insurance in accordance with industry standards, no non-arm’s length transactions, compliance with covenants (including covenant re other indebtedness), no sale of material assets or intellectual property, no merger, no grant of additional security without prior approval of the Lenders, no dividends, no amendments to articles, no guarantees, no prepayment of other debt, etc.
	For greater certainty, all covenants shall be subject to exceptions and baskets to be mutually agreed between the Company and the Lenders where customary or appropriate.
FINANCIAL COVENANTS:	Calculated in respect of the Company and its subsidiaries. Definitions and numerical calculations to be set forth in the Documents.
	(i)            Maintain minimum GAAP revenues of not less than (a) for the quarter ending June 30, 2007, $6.0 million on a pro forma basis; (b) for the trailing two quarters ending September 30, 2007, $12.5 million; (c) for the trailing three quarters ending December 31, 2007, $19.5 million; and (d) for the trailing four quarters ending March 31, 2008 and every trailing four quarters thereafter, $26.8 million.
	(ii)           Maintain either one of the following for any given period:
	(1)    minimum EBITDA of not less than (a) for the quarter ending June 30, 2007, $300,000 on a pro forma basis; (b) for the trailing two quarters ending September 30, 2007, $800,000; (c) for the trailing three quarters ending December 31, 2007, $1.5 million; and (d) for the trailing

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	four quarters ending March 31, 2008, $2.2 million; or
	(2)    minimum interest coverage of at least 2.0:1 for each quarter ending on or after June 30, 2007.
	(iii)          Maintain minimum interest coverage of at least 2.0:1 for each quarter ending on or after June 30, 2008.
	(iv)          Maintain at all times cash on hand plus unused availability under the Senior Secured Financing of not less than $2.0 million.
	(v)           Maintain at all times Adjusted Tangible Net Worth of not less than $1.5 million.
DOCUMENTATION:	The Partnership will provide its standard form of subscription agreement, debenture, security documentation and standard warrant documentation, modified as required to reflect this Term Sheet (collectively, the “Documents”).
SECURITY:	Standard commercial security including an assignment of accounts receivable, first/second fixed and floating charge on all Company’s and VantageMed Corporation’s and their subsidiaries’ fixed assets, a general security agreement and such other security documentation and guaranties as may reasonably be required by the Lenders.
	The Secured Debentures will be senior to any other outstanding and future indebtedness of the Company, subject only to the Cdn$2,000,000 Senior Secured Financing, and will be secured on a pari passu basis as between each Series of Secured Debentures.
	Interlender Agreement signed by the Company, the Lenders and the provider of the Senior Secured Financing, to the satisfaction of the Lenders, acting reasonably.
EVENTS OF DEFAULT:	Standard Events of Default including, without limitation, default in payment of amounts due under the Secured Debentures, cross default with respect to any other debt, non-fulfilment of existing covenants, bankruptcy or insolvency, with cure periods to be mutually agreed between the Company and the Lenders.
CONDITIONS TO CLOSING:	Usual and customary for transactions of this type or as reasonably requested by the Lenders, including without limitation completion of the following conditions precedent to the reasonable satisfaction of the Lenders:
	(a)           The Lenders, acting reasonably, shall have received (i) satisfactory opinions of counsel to the Company (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the loan and security documents and creation and

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perfection of the security interests granted thereunder) and of appropriate local counsel and such corporate resolutions and certificates as the Lenders shall reasonably require; and (ii) satisfactory evidence that the Lenders shall have or continue to have a valid and perfected first priority (subject to certain exceptions to be set forth in the Debentures to be agreed upon between the Lenders and the Company, acting reasonably) security interest in the personal property of the Company and VantageMed Corporation;

(b)           All filings, recordations and searches necessary or desirable in connection with the liens and security interests in the personal property of the Company and VantageMed Corporation having been duly made or shall continue in full force and effect; all filing and recording fees and taxes having been duly paid;

(c)           Receipt of all governmental, shareholder and third party consents and approvals necessary or, in the opinion of the Lenders, commercially reasonable in connection with the Acquisition and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Company or any of its subsidiaries or the Acquisition or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable that in the judgment of the Lenders could have such effect;

(d)           The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company or any of its subsidiaries, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (i) have a material adverse effect on the business, operations, financial condition, assets, liabilities (contingent or otherwise) of the Company and its subsidiaries, taken as a whole, or on any aspect of the Acquisition, (ii) materially and adversely affect the ability of the Company to perform its obligations under the Documents or (iii) materially and adversely affect the rights and remedies of the Lenders under the Documents;

(e)The Lenders shall have received copies, certified by the Company, of all filings made with any governmental authority in connection with the Acquisition and required to be made prior to closing of the Acquisition;

(f)All fees and expenses (including the reasonable fees and expenses of counsel to the Lenders and local counsel to the Lenders) of the Lenders in connection with the Documents then due and owing shall have been paid in full;

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	(g)           No material adverse change for the Company since the date of last audited fiscal year end;
	(h)           Completion of the Acquisition in accordance with all applicable requirements of law pursuant to and in accordance with documentation in form and substance reasonably satisfactory to the Lenders (it being understood and agreed that the draft agreement and plan of merger dated February 15, 2007 is satisfactory to the Lenders), and no material provision thereof shall have been amended, waived or otherwise modified in a manner materially adverse to the Lenders without the prior written consent of the Lenders;
	(i)            The accuracy and completeness in all material respects of all representations made by the Company, and all written information provided by the Company, to the Lenders in connection with the loans;
	(j)            Satisfactory review of the Company’s pro-forma balance sheet, giving effect to the acquisition of VantageMed Corporation, together with a compliance certificate, evidencing the Borrower’s compliance with all terms and conditions of the Documents;
	(k)           Satisfactory evidence that adequate insurance coverage is in effect and that the Lenders are additional insureds and loss payees thereunder;
	(l)            No defaults or events of default on the Closing Date under the Documents;
	(m)          The execution and delivery of Documents acceptable in form and substance to the Lenders, acting reasonably, by the Company;
	(n)           The Lenders shall have completed, and shall be satisfied with, their confirmatory business and legal due diligence investigations of the Company, the Target and the Acquisition;
	(o)           Receipt of a notice of borrowing; and
	(p)           Receipt of customary closing documents and deliverables as the Lenders may reasonably request.
INFORMATION REQUIREMENTS:	The Company agrees to prepare and provide to the Lenders, within 30 days of the end of each month, fiscal quarter and the fiscal year end, monthly, quarterly and/or annual unaudited financial statements (or audited financial statements, when so prepared), a description of recent events in that quarter, and a brief description

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	of business prospects of the Company.
OBSERVER STATUS:	For as long as the Secured Debentures are outstanding, the Partnership and EDC shall each have the separate right (but not the obligation) to participate as an “observer” in all of the Company’s board of directors meetings (including any sub-committees) and receive any materials prepared for such meetings contemporaneously with other board of directors.
FEES AND EXPENSES; INDEMNITIES:	In addition to those out-of-pocket expenses reimbursable under the Commitment Letter, all reasonable out-of-pocket expenses of the Lenders associated with the preparation, execution and delivery of, any waiver or modification (whether or not effective) of, and the enforcement of, any loan or security document (including the reasonable fees, disbursements and other charges of counsel for the Lenders), including this Term Sheet and the Commitment Letter, are to be paid by the Company, irrespective of whether the Acquisition is completed or the Company’s sources of financing for the Acquisition. Counsel for the Lenders shall provide a monthly invoice (commencing on March 1, 2007 and the first business day of each calendar month thereafter) to the Company, and Company shall promptly pay such invoiced amounts.
	The Borrower and Guarantors will indemnify each of the Lenders and hold them harmless from and against all costs, expenses (including fees, disbursements and other charges of counsel) and liabilities arising out of or relating to any litigation or other proceeding (regardless of whether any such Lender is a party thereto) that relate to the Acquisition or any transactions related thereto, except to the extent finally determined by a court of competent jurisdiction to have resulted primarily from such person’s gross negligence or wilful misconduct.
MISCELLANEOUS:	This Term Sheet does not purport to summarize all of the conditions, covenants, representations, warranties and other provisions which will be contained in the Documents.
GOVERNING LAW; JURISDICTION:	Laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereto shall submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.
COUNSEL TO THE LENDERS:	Osler, Hoskin & Harcourt LLP

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