0001035704-04-000460 Sample Contracts

QUOVADX, INC. LORINE R. SWEENEY SEVERANCE AGREEMENT
Sweeney Severance Agreement • August 16th, 2004 • Quovadx Inc • Services-prepackaged software • Colorado

WHEREAS, Executive agrees to resign from the Company’s Board of Directors by submitting a resignation letter to the Company’s Board of Directors in substantially the form attached hereto as Exhibit B; and

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QUOVADX, INC. HARVEY A. WAGNER EMPLOYMENT AGREEMENT
Wagner Employment Agreement • August 16th, 2004 • Quovadx Inc • Services-prepackaged software • Colorado
Employment Letter April 7, 2004
Quovadx Inc • August 16th, 2004 • Services-prepackaged software

Please allow this letter to serve as the entire agreement between Quovadx, Inc. (the “Company”) and you, Melvin Keating (the “Employee”) with respect to certain aspects of your employment with the Company.

QUOVADX, INC. GARY T. SCHERPING SEVERANCE AGREEMENT
Scherping Severance Agreement • August 16th, 2004 • Quovadx Inc • Services-prepackaged software • Colorado

WHEREAS, Executive agrees to enter into a non-competition and non-solicitation agreement with the Company and to release the Company from any claims arising from or related to Executive’s service relationship;

EQUITY BUY-BACK AGREEMENT
Equity Buy-Back Agreement • August 16th, 2004 • Quovadx Inc • Services-prepackaged software • New York

This Equity Buy-Back Agreement (“Agreement”) is entered into and made effective as of the 29th day of June, 2004 (“Effective Date”), by and between Quovadx, Inc., a Delaware corporation with its principal place of business located at 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, Colorado 80111 (“Quovadx”) and Royal Health Care of Long Island LLC (d/b/a Royal Health Care, LLC), a New York limited liability company with its principal place of business at 521 Fifth Avenue, 3rd Floor, New York, NY 10175 (“Royal”).

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