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                                                                     EXHIBIT 4.9




                                  QUOVADX, INC.

                       2000 NONSTATUTORY STOCK OPTION PLAN

                AS AMENDED RESTATED EFFECTIVE NOVEMBER 19, 2001,

               AMENDED AND RESTATED EFFECTIVE AUGUST 22, 2002, AND

                AMENDED AND RESTATED EFFECTIVE FEBRUARY 25, 2003


1.       Purposes of the Plan. The purposes of this Nonstatutory Stock Option
         Plan are:

         o        to attract and retain the best available personnel for
                  positions of substantial responsibility,

         o        to provide additional incentive to Employees and Consultants,
                  and

         o        to promote the success of the Company's business.

         Options granted under the Plan will be Nonstatutory Stock Options.

2.       Definitions. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.

                  (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (e) "Committee" means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.

                  (f) "Common Stock" means the Common Stock of the Company.

                  (g) "Company" means Quovadx, Inc., a Delaware corporation.

                  (h) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.





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                  (i) "Director" means a member of the Board.

                  (j) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (k) "Employee" means any person, including Officers, employed
by the Company or any Parent or Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (m) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                           (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

                  (n) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.

                  (o) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (p) "Option" means a nonstatutory stock option granted
pursuant to the Plan, that is not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.



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                  (q) "Option Agreement" means an agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

                  (r) "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.

                  (s) "Optioned Stock" means the Common Stock subject to an
Option.

                  (t) "Optionee" means the holder of an outstanding Option
granted under the Plan.

                  (u) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (v) "Plan" means this 2000 Nonstatutory Stock Option Plan.

                  (w) "Service Provider" means an Employee or Consultant.

                  (x) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

                  (y) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 3,200,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

                  If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).

         4. Administration of the Plan.

                  (a) Administration. The Plan shall be administered by (i) the
Board or (ii) a Committee, which committee shall be constituted to satisfy
Applicable Laws.

                  (b) Powers of the Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:

                           (i) to determine the Fair Market Value of the Common
Stock;

                           (ii) to select the Service Providers to whom Options
may be granted hereunder;







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                           (iii) to determine whether and to what extent Options
are granted hereunder;

                           (iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;

                           (v) to approve forms of agreement for use under the
Plan;

                           (vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                           (vii) to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;

                           (viii) to institute an Option Exchange Program;

                           (ix) to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan;

                           (x) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (xi) to modify or amend each Option (subject to
Section 14(b) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

                           (xii) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Option previously
granted by the Administrator;

                           (xiii) to determine the terms and restrictions
applicable to Options;

                           (xiv) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable; and



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                           (xv) to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.

         5. Eligibility. Options may be granted to Service Providers; provided,
however, that notwithstanding anything to the contrary contained in the Plan,
Options may not be granted to any Officer or Director of the Company.

         6. Limitation. Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

         7. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for ten (10) years, unless sooner
terminated under Section 14 of the Plan.

         8. Term of Option. The term of each Option shall be stated in the
Option Agreement.

         9. Option Exercise Price and Consideration.

                  (a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator.

                  (b) Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised.

                  (c) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. Such consideration may consist entirely of:

                           (i) cash;

                           (ii) check;

                           (iii) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;

                           (iv) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan;




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                           (v) a reduction in the amount of any Company
liability to the Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred compensation program
or arrangement;

                           (vi) such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Laws; or

                           (vii) any combination of the foregoing methods of
payment.

         10. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. An Option may not be exercised for a
fraction of a Share.

                           An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.

                           Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, other than upon the Optionee's death
or Disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option Agreement, and only to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Option Agreement).
In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable for three (3) months following the Optionee's termination.
If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.





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                  (c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement, to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

                  (d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), by the Optionee's estate or
by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of
death. In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee's
termination. If, at the time of death, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall immediately revert to the Plan. The Option may be exercised by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                  (e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

         11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         12. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

                  (a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in





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the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

                  (c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned
Stock, immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option,
for each Share of Optioned Stock to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

         13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is






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determined by the Administrator. Notice of the determination shall be provided
to each Optionee within a reasonable time after the date of such grant.

         14. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to options
granted under the Plan prior to the date of such termination.

         15. Conditions Upon Issuance of Shares.

                  (a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

                  (b) Investment Representations. As a condition to the exercise
of an Option the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         16. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


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                                  ATTACHMENT 1

                                       TO

  NOTICE OF GRANT OF STOCK OPTIONS FROM THE 2000 NONSTATUTORY STOCK OPTION PLAN

                              AND OPTION AGREEMENT


I.       NOTICE

         Vesting Schedule:

         Subject to the Optionee continuing to be a Service Provider on such
dates, this Option shall vest and become exercisable in accordance with the
following schedule:

         25% of the Shares subject to the Option shall vest twelve (12) months
after the effective date of grant (the Vesting Commencement Date), and 1/48th of
the Shares subject to the Option shall vest each month thereafter on the same
day of the month as the Vesting Commencement Date. The options shall become
fully exercisable upon change of control of the Company.

         "Change of Control" shall mean the occurrence of any of the following
events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d)of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company's then outstanding voting securities; or (ii) The consummation of the
sale or disposition by the Company of all or substantially all of the Company's
assets; or (iii) The consummation of a merger or consolidation of the Company,
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company, or such surviving entity or its parent outstanding
immediately after such merger or consolidation, or (iv) A change in the
composition of the Board, as a result of which fewer than a majority of the
Directors are Incumbent Directors. "Incumbent Directors" shall mean Directors
who either (A) are Directors of the Company, as applicable, as of the date
hereof, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those Directors whose election or
nomination was not in connection with any transaction described in subsections
(i), (ii) or (iii) or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.

         Termination Period:

         This Option may be exercised, to the extent vested on the date of
termination, for three (3) months after Optionee ceases to be a Service
Provider. Notwithstanding the foregoing, upon the death or disability of the
Optionee, this Option may be exercised, to the extent vested on the date of
death or termination, for twelve (12) months after Optionee ceases to be a
Service Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.






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II.      AGREEMENT

         1. Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to
Section 14(b) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

         2. Exercise of Option.

                  (a) Right to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement.

                  (b) Method of Exercise. This Option is exercisable by delivery
to the Company of a written or electronic notice of exercise, substantially in
the form attached as Exhibit A (the "Exercise Notice"), which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares. This Option, or portion
of this Option, shall be deemed to be exercised upon receipt by the Company of
such Exercise Notice accompanied by such aggregate Exercise Price.

                  No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

         3. Method of Payment. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

                  (a) cash;

                  (b) check;

                  (c) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; or

                  (d) surrender of other Shares, provided Shares acquired from
the Company, (i) have been owned by the Optionee for more than six (6) months on
the date of surrender, AND (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the exercised shares.

         4. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the






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<PAGE>

lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

         5. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

         6. Tax Consequences. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

                  (a) Exercising the Option. The Optionee may incur regular
federal income tax liability upon exercise of an NSO. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of exercise over their aggregate Exercise Price. If the
Optionee is an Employee or a former Employee, the Company will be required to
withhold from his or her compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

                  (b) Disposition of Shares. If the Optionee holds NSO Shares
for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

         7. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of Colorado.

         8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

         By Optionee's signature and the signature of the Company's
representative above, Optionee and the Company agree that this Option is granted
under and governed by the terms and conditions of





                                      -3-
<PAGE>

the Plan and this Option Agreement. Optionee has reviewed the Plan and this
Option Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement.
Optionee further agrees to notify the Company upon any change in the residence
address indicated above.




                                      -4-
<PAGE>




                                    EXHIBIT A



                                  QUOVADX, INC.

                       2000 NONSTATUTORY STOCK OPTION PLAN

                                 EXERCISE NOTICE



Quovadx, Inc.
6400 South Fiddler's Green Circle
Suite 1000
Englewood, Colorado 80111
Attention:  Human Resources


1.       Exercise of Option. Effective as of today, ________________, _____, the
         undersigned ("Purchaser") hereby elects to purchase ______________
         shares (the "Shares") of the Common Stock of Quovadx, Inc. (the
         "Company") under and pursuant to the 2000 Nonstatutory Stock Option
         Plan, as amended and restated (the "Plan"), and the Stock Option
         Agreement dated, _________, ___ (the "Option Agreement"). The purchase
         price for the Shares shall be $__________, as required by the Option
         Agreement.

2.       Delivery of Payment. Purchaser herewith delivers to the Company the
         full purchase price for the Shares.

3.       Representations of Purchaser. Purchaser acknowledges that Purchaser has
         received, read and understood the Plan and the Option Agreement and
         agrees to abide by and be bound by their terms and conditions.

4.       Rights as Shareholder. Until the issuance (as evidenced by the
         appropriate entry on the books of the Company or of a duly authorized
         transfer agent of the Company) of the Shares, no right to vote or
         receive dividends or any other rights as a shareholder shall exist with
         respect to the Optioned Stock, notwithstanding the exercise of the
         Option. The Shares so acquired shall be issued to the Optionee as soon
         as practicable after exercise of the Option. No adjustment will be made
         for a dividend or other right for which the record date is prior to the
         date of issuance, except as provided in Section 12 of the Plan.

5.       Tax Consultation. Purchaser understands that Purchaser may suffer
         adverse tax consequences as a result of Purchaser's purchase or
         disposition of the Shares. Purchaser represents that Purchaser has
         consulted with any tax consultants Purchaser deems advisable in
         connection with the purchase or disposition of the Shares and that
         Purchaser is not relying on the Company for any tax advice.




<PAGE>

6.       Entire Agreement; Governing Law. The Plan and Option Agreement are
         incorporated herein by reference. This Agreement, the Plan and the
         Option Agreement constitute the entire agreement of the parties with
         respect to the subject matter hereof and supersede in their entirety
         all prior undertakings and agreements of the Company and Purchaser with
         respect to the subject matter hereof, and may not be modified adversely
         to the Purchaser's interest except by means of a writing signed by the
         Company and Purchaser. This agreement is governed by the internal
         substantive laws, but not the choice of law rules, of Colorado.

         Submitted by:                       Accepted by:

         PURCHASER                           QUOVADX, INC.

         -------------------------------     ----------------------------------
         Signature                           By

         -------------------------------     ----------------------------------
         Print Name                          Title

                                             Date Received
                                                          ---------------------

         Address:                            Address:

         ------------------------------      6400 South Fiddler's Green Circle

         ------------------------------      Suite 1000

         ------------------------------      Englewood, CO 80111








<PAGE>

                                  ATTACHMENT 1

                                       TO

  NOTICE OF GRANT OF STOCK OPTIONS FROM THE 2000 NONSTATUTORY STOCK OPTION PLAN

                              AND OPTION AGREEMENT

                                 (UK EMPLOYEES)


I.       NOTICE

         Vesting Schedule:

         Subject to the Optionee continuing to be a Service Provider on such
dates, this Option shall vest and become exercisable in accordance with the
following schedule:

         25% of the Shares subject to the Option shall vest twelve (12) months
after the effective date of grant (the Vesting Commencement Date), and 1/48th of
the Shares subject to the Option shall vest each month thereafter on the same
day of the month as the Vesting Commencement Date. The options shall become
fully exercisable upon change of control of the Company.

         "Change of Control" shall mean the occurrence of any of the following
events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or (ii) The consummation of
the sale or disposition by the Company of all or substantially all of the
Company's assets; or (iii) The consummation of a merger or consolidation of the
Company, with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting
securities of the Company, or such surviving entity or its parent outstanding
immediately after such merger or consolidation, or (iv) A change in the
composition of the Board, as a result of which fewer than a majority of the
Directors are Incumbent Directors. "Incumbent Directors" shall mean Directors
who either (A) are Directors of the Company, as applicable, as of the date
hereof, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those Directors whose election or
nomination was not in connection with any transaction described in subsections
(i), (ii) or (iii) or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.

         Termination Period:

         This Option may be exercised, to the extent vested on the date of
termination, for three (3) months after Optionee ceases to be a Service
Provider. Notwithstanding the foregoing, upon the death or disability of the
Optionee, this Option may be exercised, to the extent vested on the date of
death or termination, for twelve (12) months after Optionee ceases to be a
Service Provider. In no




                                      -1-
<PAGE>

event shall this Option be exercised later than the Term/Expiration Date as
provided above.

II.      AGREEMENT

         1. Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the UK Sub-Plan, which is incorporated herein by reference.
Subject to Section 14(b) of the UK Sub-Plan, in the event of a conflict between
the terms and conditions of the UK Sub-Plan and the terms and conditions of this
Option Agreement, the terms and conditions of the UK Sub-Plan shall prevail.
SAVE THAT in respect of (a) payment or other matter relating to the Option Tax
Liability (as defined in paragraph 7(b) of this Option Agreement), the terms of
this Option Agreement shall prevail, and (b) in respect of any employer's NICs
(as defined in paragraph 8 of this Agreement), the terms of the Joint Election
will prevail.

         2. Exercise of Option.

                  (a) Right to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the UK Sub-Plan, and this Option Agreement and the
Joint Election.

                  (b) Method of Exercise. This Option is exercisable by delivery
to the Company of a written or electronic notice of exercise, substantially in
the form attached as Exhibit A (the "Exercise Notice"), which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the UK Sub-Plan. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares, payment,
where required by the Company, of the Option Tax Liability and payment of any
liability arising under the terms of the Join Election. This Option, or portion
of this Option, shall be deemed to be exercised upon receipt by the Company of
such Exercise Notice accompanied by such aggregate Exercise Price.

                  No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

         3. Method of Payment. Payment of the aggregate Exercise Price and the
Option Tax Liability shall be by any of the following, or a combination thereof,
at the election of the Optionee:

                  (a) cash;

                  (b) check;

                  (c) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; or





                                      -2-
<PAGE>

                  (d) surrender of other Shares, provided Shares acquired from
the Company, (i) have been owned by the Optionee for more than six (6) months on
the date of surrender, AND (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the exercised shares.

         4. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of the UK Sub-Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.

         5. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the UK Sub-Plan, the terms of this Option Agreement and the
terms of the Joint Election.

         6. Tax Consequences. The Optionee should obtain advice from an
appropriate independent professional adviser in relation to the United Kingdom
taxation implications of the grant, exercise, assignment, release, cancellations
or any other disposal of this Option (the "Trigger event") pursuant to the UK
Sub-Plan and on any subsequent sale of the Option Shares. The Optionee should
also take advice in respect to the United Kingdom taxation indemnity provisions
comprising Sections 7(a) and (b) below.

         7. Optionee's Taxation Indemnity

                  (a) To the extent permitted by law, the Optionee hereby agrees
to indemnify and keep indemnified the Company and the Company as trustee for and
on behalf of any related corporation, in respect of any liability or obligations
of the Company and/or any related corporation to account for income tax (under
PAYE) or any other taxation provisions and primary class 1 National Insurance
Contributions (NICs") in the United Kingdom to the extent rising from a Trigger
Event or arising out of the acquisition, retention and disposal of the Shares
acquired pursuant to this Option.

                  (b) The Company shall not be obliged to allot and issue any
Shares or any interest in Shares pursuant to the exercise of an Option unless
and until the Optionee has paid to the Company such sum as is, in the opinion of
the Company, sufficient to indemnify the Company in full against any liability
the Company has to account to the Inland Revenue for any amount of, or
representing, income tax and/or primary NICs (the "Option Tax Liability'), or
the Optionee has made such other arrangement as in the opinion of the Company
will ensure that the full amount of any Option Tax Liability will be recovered
from the Optionee within such period as the Company may then determine.

                  (c) In the absence of any such other arrangement being made,
the Company shall have the right to retain out of the aggregate number of Shares
to which the Optionee would have otherwise been entitled upon the exercise of an
Option, such number of Shares as, in the opinion of the Company, will enable the
Company to sell as agent for the Optionee (at the best price which can
reasonably expect to be obtained at the time of the sale) and to pay over to the
Company sufficient monies out of the net proceeds of sale, after deduction of
all fees, commissions and expenses incurred in relation to such sale, to satisfy
the Optionee's liability under such indemnity.




                                      -3-
<PAGE>

         8. Employer's NICs. As a consideration of the grant of an Option under
the Plan, the Optionee has joined with the Company, or if and to the extent that
there is a change in the law, any other company or person who is or becomes a
secondary contributor for NIC purposes in respect of this Option (the "Secondary
Contributor"), in making an election (in such terms and such form as provided in
paragraphs 3A and 3B of Schedule 1 to the Social Security Contributions and
Benefits Act of 1992) which has been approved by the Inland Revenue (the "Joint
Election"), for the transfer of the whole or any liability of the Secondary
Contributor to Employer's Class 1 NICs to the Optionee.

         9. Data Protection

                  (a) In order to facilitate the administration of the UK
Sub-Plan, it will be necessary for Quovadx Limited (or its payroll
administrators) to collect, hold and process certain personal information about
the Optionee and to transfer this data to the Company and to certain third
parties such as brokers with whom the Optionee may elect to deposit any share
capital under the UK Sub-Plan. The Optionee consents to Quovadx Limited (or its
payroll administrators) collecting, holding and processing its personal data and
transferring this data to the Company or any other third parties insofar as is
reasonably necessary to implement, administer and manage the UK Sub-Plan.

                  (b) Where the transfer is to be a destination outside the
European Economic Area, the Company shall take reasonable steps to ensure that
the Optionee's personal data continues to be adequately protected and securely
held.

                  (c) The Optionee understands that the Optionee may, at any
time, view its personal data, require any necessary corrections to it or
withdraw the consents herein in writing by contacting the Human Resources
Department of the Company (but acknowledges that without the use of such data it
may not be practicable for Quovadx Limited and the Company to administer the
Optionee's involvement in the UK Sub-Plan in a timely fashion or at all and this
may be detrimental to the Optionee.

         10. Entire Agreement; Governing Law. The UK Sub-Plan is incorporated
herein by reference. The UK Sub-Plan, this Option Agreement and the Joint
Election constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Colorado. The Joint Election is governed by the laws of England and Wales.

         11. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO





                                      -4-
<PAGE>

TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

         By Optionee's signature and the signature of the Company's
representative above, Optionee and the Company agree that this Option is granted
under and governed by the terms and conditions of the UK Sub-Plan, this Option
Agreement and the Joint Election. Optionee has reviewed the UK Sub-Plan, this
Option Agreement and the Joint Election in their entirety, has had an
opportunity to obtain independent legal advice prior to executing this Option
Agreement and fully understands all provisions of the UK Sub-Plan, this Option
Agreement and the Joint Election. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the UK Sub-Plan, this Option Agreement and the Joint
Election. Optionee further agrees to notify the Company upon any change in the
residence address indicated above.




                                      -5-
<PAGE>






                                    EXHIBIT A



                                  QUOVADX, INC.

                       2000 NONSTATUTORY STOCK OPTION PLAN

                                 EXERCISE NOTICE

                                 (UK EMPLOYEES)


Quovadx, Inc.
6400 South Fiddler's Green Circle
Suite 1000 Englewood, Colorado 80111 U.S.A.
Attention:  Human Resources


1.       Exercise of Option. Effective as of today, ________________, _____, the
         undersigned ("Purchaser") hereby elects to purchase ______________
         shares (the "Shares") of the Common Stock of Quovadx, Inc. (the
         "Company") under and pursuant to the 2000 Nonstatutory Stock Option UK
         Sub-Plan (the "Sub-Plan"), the Stock Option Agreement dated _________,
         ___ (the "Option Agreement") and the Joint Election Agreement dated
         __________, _____ (the "Joint Election"). The purchase price for the
         Shares shall be $__________, as required by the Option Agreement.

2.       Delivery of Payment.

                  (a) Purchaser herewith delivers to the Company the full
         purchase price for the Shares;

                  (b) Payment in respect of the Option Tax Liability where
         required by the Company; and

                  (c) Confirmation that has delivered to the Secondary
         Contributor the liability arising pursuant to the Joint Election in
         accordance with its terms.

3.       Representations of Purchaser. Purchaser acknowledges that Purchaser has
         received, read and understood the Sub-Plan, the Option Agreement and
         the Joint Election and agrees to abide by and be bound by their terms
         and conditions.

4.       Rights as Shareholder. Until the issuance (as evidenced by the
         appropriate entry on the books of the Company or of a duly authorized
         transfer agent of the Company) of the Shares, no right to vote or
         receive dividends or any other rights as a shareholder shall exist with
         respect to the





                                      -6-
<PAGE>
         Optioned Stock, notwithstanding the exercise of the Option. The Shares
         so acquired shall be issued to the Optionee as soon as practicable
         after exercise of the Option. No adjustment will be made for a dividend
         or other right for which the record date is prior to the date of
         issuance, except as provided in Section 12 of the Sub-Plan.

5.       Tax Consultation. Purchaser understands that Purchaser may suffer
         adverse tax consequences as a result of Purchaser's purchase or
         disposition of the Shares. Purchaser represents that Purchaser has
         consulted with any tax consultants Purchaser deems advisable in
         connection with the purchase or disposition of the Shares and that
         Purchaser is not relying on the Company for any tax advice.

6.       Entire Agreement; Governing Law. The Sub-Plan, the Option Agreement and
         the Joint Election are incorporated herein by reference. This exercise
         notice agreement, the Sub-Plan, the Option Agreement and the Joint
         Election constitute the entire agreement of the parties with respect to
         the subject matter hereof and supersede in their entirety all prior
         undertakings and agreements of the Company and Purchaser with respect
         to the subject matter hereof, and may not be modified adversely to the
         Purchaser's interest except by means of a writing signed by the Company
         and Purchaser. This agreement is governed by the internal substantive
         laws, but not the choice of law rules, of Colorado.

         Submitted by:                       Accepted by:

         PURCHASER                           QUOVADX, INC.

         -------------------------------     ----------------------------------
         Signature                           By

         -------------------------------     ----------------------------------
         Print Name                          Title

                                             Date Received
                                                          ---------------------

         Address:                            Address:

         ------------------------------      6400 South Fiddler's Green Circle
                                             Suite 1000
         ------------------------------      Englewood, CO 80111
                                             U.S.A.
         ------------------------------



<PAGE>





              THE QUOVADX, INC. 2000 NONSTATUTORY STOCK OPTION PLAN

                            SUB-PLAN FOR UK EMPLOYEES



The purpose of this Sub-Plan for UK Employees (the "UK Sub-Plan") is to provide
incentive for present and future employees of Quovadx Limited through the grant
of options over Common Stock.

This UK Sub-Plan is governed by the 2000 Nonstatutory Stock Option Plan of
Quovadx, Inc., as amended and restated (the "Plan"), and all its provisions
shall be identical to those of the Plan save that, in order to accommodate the
specific requirements of UK law, participants in the UK Sub-Plan shall be
limited to directors who devote substantially the whole of their working time to
the business of Quovadx Limited (not being less than 25 hours per week)
employees and former employees of Quovadx Limited and their wives, husbands,
widows, widowers, children or step-children under the age of eighteen. As such
the definition of "Service Provider" shall be as stated in this UK Sub-Plan.

"SERVICE PROVIDER" means an employee of Quovadx Limited who has completed their
probationary period


<PAGE>
DATED                                                                       2003
--------------------------------------------------------------------------------

                                  QUOVADX, INC.


                                     - and -


                                 QUOVADX LIMITED


                                     - and -


                                   [OPTIONEE]
--------------------------------------------------------------------------------

                       2000 NONSTATUTORY STOCK OPTION PLAN
                                 JOINT ELECTION

--------------------------------------------------------------------------------






<PAGE>

                                 JOINT ELECTION


BETWEEN


(1)      QUOVADX, INC. whose registered office is at 6400 S. Fiddler's Green
         Circle, Suite 1000, Englewood, Colorado 80111, USA (the "Company"); and

(2)      QUOVADX LIMITED (company registration no.2258294) whose registered
         office is at Carmelite, 50 Victoria Embankment, Blackfriars, London
         EC4Y 0DX (the "Employer"); and

(3)      [INSERT NAME OF OPTIONEE] of [INSERT ADDRESS OF OPTIONEE] (the
         "Optionee" which shall include his executors or administrators in the
         case of his death).


INTRODUCTION


(A)      From time to time the Optionee will be granted options (each one an
         "Option") to acquire shares of common stock in the Company (the
         "Shares") on terms, which will be subject to the Quovadx, Inc. 2000
         Nonstatutory Stock Option, as amended and restated (the "Plan").

(B)      The grant of any Option will take place after the Optionee has executed
         this joint election (the "Joint Election"). The Joint Election is in an
         approved format. The exercise, cancellation, release, assignment or
         other disposal of an Option is subject to the Optionee entering into
         this Joint Election.

(C)      The Optionee is currently an employee of the Employer.

(D)      The exercise, release, cancellation, assignment or other disposal of an
         Option (a "Trigger Event") (whether in whole or in part), may result in
         the Employer or, if and to the extent that there is a change in law,
         any other company or person who becomes the secondary contributor for
         National Insurance Contributions ("NIC") purposes at the time of such
         Trigger Event having a liability to pay employer's (secondary) Class I
         NICs (or any tax or social security premiums which may be introduced in
         substitution or in addition thereto) in respect of such Trigger Event.

(E)      Where the context so admits, any reference in this Joint Election:

         (i)      to the singular number shall be construed as if it referred
                  also to the plural number and vice versa;

         (ii)     to the masculine gender shall be construed as though it
                  referred also to the feminine gender;




                                      -2-
<PAGE>

         (iii)    to a statute or statutory provision shall be construed as if
                  it referred also to that statute or provision as for the time
                  being amended or re-enacted; and

         (iv)     Shares means shares of common stock of the Company.


AGREED TERMS

1.       JOINT ELECTION

1.1      It is a condition of the grant, exercise, cancellation, release,
         assignment or other disposal of an Option that the Optionee has entered
         into this Joint Election with the Employer.

1.2      The Optionee, the Company and the Employer elect to transfer the
         liability (the "Liability") for all of the employer's (Secondary) Class
         I NICs, referred to in (D) above and charged on payments or other
         benefits arising on a Trigger Event and treated as remuneration and
         earnings pursuant to section 4(4)(a) of the Social Security
         Contributions and Benefit Act 1992 ("SSCBA") to the Optionee. This
         Joint Election is made pursuant to an arrangement authorised by
         paragraph 3B, Schedule 1 of the SSCBA.

2.       RESTRICTION ON REGISTRATION UNTIL LIABILITY PAID BY OPTIONEE

         The Optionee hereby agrees that no Shares shall be registered in his
         name until he has met the Liability as a result of a Trigger Event in
         accordance with this Joint Election.

3.       PAYMENT

3.1      Where, in relation to an Option, the Optionee is liable, or is in
         accordance with current practice at the date of the Trigger Event
         believed by the Employer to be liable (where it is believed that the
         shares under option are readily convertible assets), to account to the
         Inland Revenue for the Liability, the Optionee and the Employer agree
         that, upon receipt of the funds to meet the Liability from the
         Employee, that such funds to meet the Liability shall be paid to the
         Collector of Taxes or other relevant taxation authority by the Employer
         on the Optionee's behalf within 14 days of the end of the income tax
         month in which the gain on an Option was made ("the 14 day period") and
         for the purposes of securing payment of the Liability the Optionee will
         on the occurrence of a Trigger Event:

         (a)      pay to the Employer a cash amount equal to the Liability;
                  and/or

         (b)      suffer a deduction from salary or other remuneration due to
                  the Optionee such deduction being in an amount not exceeding
                  the Liability; and/or

         (c)      at the request of the Company enter into such arrangement or
                  arrangements necessary or expedient with such person or
                  persons (including the appointment of a nominee on behalf of
                  the Optionee) to effect the sale of Shares acquired through
                  the exercise of an Option to cover all or any part of






                                      -3-
<PAGE>

                  the Liability and use the proceeds to pay the Employer a cash
                  amount equal to the Liability.

3.2      The Optionee hereby irrevocably appoints the Company and the Employer
         as his attorney with full power in his name to execute or sign any
         document and do any other thing which the Company or the Employer may
         consider desirable for the purpose of giving effect to the Optionee
         satisfying the Liability under clause 3.1 and satisfying any penalties
         and interest under clause 3.4. The Optionee further agrees to ratify
         and confirm whatever the Company and the Employer may lawfully do as
         his attorney. In particular, the Employer and/or the Company will have
         the right to enter into such an arrangement (as envisaged by clause
         3.1(c)) on the Optionee's behalf to sell sufficient of the Shares
         issued or transferred to the Optionee on the exercise of an Option to
         meet the Liability pursuant to clause 3.1 and any penalty or interest
         arising under clause 3.4.

3.3      The Employer shall pass all monies it has collected from the Optionee
         in respect of the Liability to the Collector of Taxes by no later than
         14 days after the end of the income tax month in which the Trigger
         Event occurred. The Employer shall be responsible for any penalties or
         interest that may arise in respect of the Liability from any failure on
         its part after it has collected any monies from the Optionee to pass
         the Liability to the Collector of Taxes within the said 14 days period.

3.4      If the Optionee has failed to pay all or part of the Liability to the
         Employer within the 14 day period the Optionee hereby indemnifies the
         Employer against such penalties or interest that the Employer would
         have to pay in respect of the late payment of all or part of the
         Liability to the Collector of Taxes.

4.       TERMINATION OF JOINT ELECTION

4.1      This Joint Election shall cease to have effect on the occurrence of any
         of the following:

         (a)      if the terms of this Joint Election are satisfied in the
                  reasonable opinion of the Company, the Employer and the
                  Optionee;

         (b)      if the Company, the Employer and the Optionee jointly agree in
                  writing to revoke this Joint Election;

         (c)      if the Inland Revenue withdraws approval of this Joint
                  Election so far as it relates to share options covered by the
                  Joint Election but not yet granted;

         (d)      if all Option shall lapse or no Option is otherwise capable of
                  being exercised pursuant to the Plan; and/or

         (e)      if the Company and/or the Employer serve notice on the
                  Optionee that the Joint Election is to cease to have effect.

5.       FURTHER ASSURANCE

5.1      The Company, Employer and the Optionee shall do all such things and
         execute all such documents as may be necessary or desirable to ensure
         that this Joint Election complies with all relevant legislation and/or
         Inland Revenue requirements.




                                      -4-
<PAGE>

5.2      The Optionee shall notify the Employer in writing of any Trigger Event
         which occurs in relation to an Option within three days of such Trigger
         Event.

5.3      The Company intends, as soon as practicable, to notify the Employer of
         the Optionee's intention of exercising an Option and shall provide the
         Employer with such information available to the Company to enable the
         Employer to calculate the Liability arising on the Trigger Event.

6.       SECONDARY CONTRIBUTOR

         The Employer enters into this Joint Election on its own behalf and on
         behalf of the Company, or, if and to the extent that there is a change
         in law, any other company or person who is or becomes a secondary
         contributor for NIC purposes in respect of an Option. It is agreed that
         the Employer can enforce the terms of this Joint Election against the
         Optionee on behalf of any such company.

7.       BINDING EFFECT

7.1      The Optionee agrees to be bound by the terms of this Joint Election and
         for the avoidance of doubt the Optionee shall continue to be bound by
         the terms of this Joint Election regardless of which country the
         Optionee is working in when the Liability arises and regardless of
         whether the Optionee is an employee of the Employer when the Liability
         arises.

7.2      The Employer and the Company agree to be bound by the terms of this
         Joint Election and for the avoidance of doubt the Employer and Company
         shall continue to be bound by the terms of this Joint Election
         regardless of which country the Optionee is working in when the
         Liability arises and regardless of whether the Optionee is an employee
         of the Employer when the Liability arises.

8.       GOVERNING LAW

8.1      This Joint Election shall be governed by and construed in accordance
         with English law and the parties irrevocably submit to the
         non-exclusive jurisdiction of the English Courts to settle any claims,
         disputes or issues which may arise out of this deed.





                                      -5-
<PAGE>
This Joint Election has been executed and delivered as a deed on the date
written above.

SIGNED AS A DEED
BY [INSERT NAME OF OPTIONEE]

in the presence of:

Witness signature:

Name:

Address:

Occupation:


SIGNED AS A DEED
BY QUOVADX LIMITED
acting by:

                                                Director


                                                Director/Secretary




SIGNED AS A DEED
BY QUOVADX, INC.
acting by the under-mentioned
person(s) acting on the authority
of the Company in accordance
with the laws of the territory of
its incorporation:


                                                Authorised signatory


                                                Authorised signatory



                                      -6-