0001104659-07-061196 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE MEDECISION, INC. 2006 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services • Pennsylvania

This Non-Qualified Stock Option Agreement (this “Agreement”) evidences the grant by MEDecision, Inc. to [ ] (the “Optionee”) of an option to purchase up to [ ] shares of MEDecision, Inc. common stock at the price and on the terms set forth herein (the “Option”). This Option is in all respects subject to the terms of the MEDecision, Inc. 2006 Equity Incentive Plan, which terms are incorporated herein by this reference. Unless the context otherwise requires, capitalized terms used herein will have the meanings defined in the Plan.

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CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
Master Product Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services • California

This Master Product Agreement, including all exhibits, schedules, appendices and other documents attached hereto (collectively, this “Agreement”) dated June 30, 2004 (“Effective Date”) is between MEDecision, Inc. (“MEDecision”), with offices at One Devon Square, 724 W. Lancaster Avenue, Wayne, PA 19087 and PacifiCare Health Systems, Inc. (“Customer”), for itself and its Affiliates, with its principal offices at 10803 Hope Street, Cypress, CA 90630. MEDecision and Customer may each be referred to in this Agreement individually as a “Party” and together as the “Parties.”

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
Master Product Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services

This Amendment #1 (“Amendment”) to the Master Product Agreement (“Agreement”) #PHS-001 dated June 30, 2004 is between MEDecision, Inc. (“MEDecision”), and PacifiCare Health Systems, Inc. (“Customer”), for itself and its Affiliates and is effective as of April 16, 2007.

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