0001193125-07-154228 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 12th, 2007 • Quovadx Inc • Services-prepackaged software • New York

This Amendment No. 1, dated as of July 11, 2007 (this “Amendment No. 1”), to the Preferred Stock Rights Agreement, dated as of July 24, 2000 (the “Rights Agreement”), between Quovadx, Inc., a Delaware corporation, as successor-in-interest to XCare.net, Inc. (the “Company”) and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

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