<PAGE>
                                                                     EXHIBIT 4.7



                                  QUOVADX, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN

             AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 19, 2001 AND

                 AMENDED AND RESTATED EFFECTIVE AUGUST 22, 2002


         1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "Common Stock" shall mean the common stock of the Company.

                  (d) "Company" shall mean Quovadx, Inc., a Delaware
corporation, and any Designated Subsidiary of the Company.

                  (e) "Compensation" shall mean all base straight time gross
earnings and commissions, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.

                  (f) "Designated Subsidiary" shall mean any Subsidiary which
has been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an Employee of
the Company. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.

                  (h) "Enrollment Date" shall mean the first Trading Day of each
Offering Period.

                  (i) "Exercise Date" shall mean the last Trading Day of each
Purchase Period.




<PAGE>

                  (j) "Fair Market Value" shall mean, 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 purchase, as reported in The Wall
Street Journal or such other source as the Board deems reliable;

                           (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date prior to the purchase as reported in The Wall Street
Journal or such other source as the Board deems reliable;

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

                           (iv) For purposes of the Enrollment Date of the first
Offering Period under the Plan, the Fair Market Value shall be the initial price
to the public as set forth in the final prospectus included within the
registration statement in Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Company's Common Stock (the
"Registration Statement").

                  (k) "Offering Periods" shall mean the periods of approximately
twelve (12) months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after May 1 and November 1
of each year and terminating on the last Trading Day in the periods ending
twelve months later; provided, however, that the first Offering Period under the
Plan shall commence with the first Trading Day on or after the date on which the
Securities and Exchange Commission declares the Company's Registration Statement
effective and ending on the last Trading Day on or before April 30, 2001. The
duration and timing of Offering Periods may be changed pursuant to Section 4 of
this Plan.

                  (l) "Plan" shall mean this 1999 Employee Stock Purchase Plan.

                  (m) "Purchase Period" shall mean the approximately six month
period commencing after one Exercise Date and ending with the next Exercise
Date, except that the first Purchase Period of any Offering Period shall
commence on the Enrollment Date and end with the next Exercise Date.

                  (n) "Purchase Price" shall mean 85% of the Fair Market Value
of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower; provided however, that the Purchase Price may be adjusted by
the Board pursuant to Section 20.

                  (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.




                                       2
<PAGE>

                  (p) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                  (q) "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.

         3. Eligibility.

                  (a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on or before
April 30, 2001. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

         5. Participation.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll office
fifteen prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.






                                       3
<PAGE>

         6. Payroll Deductions.

                  (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount from one percent (1%) to twenty percent
(20%) of the Compensation which he or she receives on each pay day during the
Offering Period.

                  (b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase or decrease the rate
of his or her payroll deductions during the Offering Period by completing or
filing with the Company a new subscription agreement authorizing a change in
payroll deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to zero percent (0%) at any
time during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the beginning of the
first Purchase Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10 hereof.

                  (e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

         7. Grant of Option. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than
10,000 shares of the Company's Common Stock (subject to any adjustment pursuant
to Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. The Board may, for future




                                       4
<PAGE>

Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of the Company's Common Stock an Employee may purchase during
each Purchase Period of such Offering Period. Exercise of the option shall occur
as provided in Section 8 hereof, unless the participant has withdrawn pursuant
to Section 10 hereof. The option shall expire on the last day of the Offering
Period.

         8. Exercise of Option.

                  (a) Unless a participant withdraws from the Plan as provided
in Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

                  (b) If the Board determines that, on a given Exercise Date,
the number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on the Enrollment Date of the applicable Offering Period, or (ii)
the number of shares available for sale under the Plan on such Exercise Date,
the Board may in its sole discretion (x) provide that the Company shall make a
pro rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Enrollment Date.

         9. Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

         10. Withdrawal.

                  (a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time






                                       5
<PAGE>

by giving written notice to the Company in the form of Exhibit B to this Plan.
All of the participant's payroll deductions credited to his or her account shall
be paid to such participant promptly after receipt of notice of withdrawal and
such participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares shall
be made for such Offering Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.

                  (b) A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.

         11. Termination of Employment.

         Upon a participant's ceasing to be an Employee, for any reason, he or
she shall be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option shall be returned to such participant or, in
the case of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated. The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment in lieu of notice.

         12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

         13. Stock.

                  (a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under the Plan
shall be 500,000 shares, plus an annual increase to be added on each anniversary
date of the adoption of the Plan equal to the lesser of (i) 500,000 shares, (ii)
2% of the outstanding shares on such date or a lesser amount determined by the
Board.

                  (b) The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

         14. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and




                                       6
<PAGE>

determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

         15. Designation of Beneficiary.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

         17. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         18. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

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

                  (a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the Reserves, the maximum number of shares
each participant may purchase each Purchase Period (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised shall be






                                       7
<PAGE>

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 the number of 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 Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

                  (c) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option 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, any
Purchase Periods then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date") and any Offering Periods then in progress shall
end on the New Exercise Date. The New Exercise Date shall be before the date of
the Company's proposed sale or merger. The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.

         20. Amendment or Termination.

                  (a) The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan. Except as provided in Section 19
hereof, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Offering Period or the
Plan is in the best interests of the Company and its shareholders. Except as
provided in Section 19 and this Section 20 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable





                                       8
<PAGE>

law, regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.

                  (b) Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

                  (c) In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

                           (i) altering the Purchase Price for any Offering
Period including an Offering Period underway at the time of the change in
Purchase Price;

                           (ii) shortening any Offering Period so that Offering
Period ends on a new Exercise Date, including an Offering Period underway at the
time of the Board action; and

                           (iii) allocating shares.

         Such modifications or amendments shall not require stockholder approval
or the consent of any Plan participants.

         21. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

         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,





                                       9
<PAGE>

in the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

         24. Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.






                                       10
<PAGE>





                                    EXHIBIT A



                                  QUOVADX, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT



_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       ____________________ hereby elects to participate in the Quovadx, Inc.
         1999 Employee Stock Purchase Plan, as amended and restated (the
         "Employee Stock Purchase Plan"), and subscribes to purchase shares of
         the Company's Common Stock in accordance with this Subscription
         Agreement and the Employee Stock Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (from 1% to 20%) during the
         Offering Period in accordance with the Employee Stock Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only).

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Exercise Date, I will be treated for federal income tax purposes as
         having received ordinary income at the time of such disposition in an
         amount equal to the excess of the fair market value of the shares at
         the time such shares were purchased by me over the price which I paid
         for the shares. I hereby agree to notify the Company in writing within
         30 days after the date of any disposition of my shares and I will make
         adequate





                                       11
<PAGE>

         provision for Federal, state or other tax withholding obligations, if
         any, which arise upon the disposition of the Common Stock. The Company
         may, but will not be obligated to, withhold from my compensation the
         amount necessary to meet any applicable withholding obligation
         including any withholding necessary to make available to the Company
         any tax deductions or benefits attributable to sale or early
         disposition of Common Stock by me. If I dispose of such shares at any
         time after the expiration of the 2-year and 1-year holding periods, I
         understand that I will be treated for federal income tax purposes as
         having received income only at the time of such disposition, and that
         such income will be taxed as ordinary income only to the extent of an
         amount equal to the lesser of (1) the excess of the fair market value
         of the shares at the time of such disposition over the purchase price
         which I paid for the shares, or (2) 15% of the fair market value of the
         shares on the first day of the Offering Period. The remainder of the
         gain, if any, recognized on such disposition will be taxed as capital
         gain.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:


NAME: (Please print)
                     -----------------------------------------------------------
                               (First)          (Middle)          (Last)

------------------------------------    ----------------------------------------
Relationship

                                        ----------------------------------------
                                                        (Address)




                                       12
<PAGE>



Employee's Social Security Number:
                                      ------------------------------------------
Employee's Address:
                                      ------------------------------------------

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

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


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      ------------------------------    ----------------------------------------
                                        Signature of Employee


                                        ----------------------------------------
                                        Spouse's Signature
                                        (if beneficiary other than spouse)






                                       13
<PAGE>





                                    EXHIBIT B



                                  QUOVADX, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


         The undersigned participant in the Offering Period of the Quovadx, Inc.
1999 Employee Stock Purchase Plan, as amended and restated, which began on
__________, ______ (the "Enrollment Date") hereby notifies the Company that he
or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.



                                          Name and Address of Participant:

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

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





                                          Signature:

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



                                          Date:
                                               --------------------------






                                       14
<PAGE>



                                    EXHIBIT A



                                  QUOVADX, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                     SUBSCRIPTION AGREEMENT FOR UK EMPLOYEES



_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       ____________________ hereby elects to participate in the Quovadx, Inc.
         1999 Employee Stock Purchase Plan, as amended and restated (the
         "Employee Stock Purchase Plan"), and subscribes to purchase shares of
         the Company's Common Stock in accordance with this Subscription
         Agreement and the Employee Stock Purchase Plan. My participation is
         subject to my entering into a Joint Election with the Company. For
         these purposes, a "Joint Election" means an election within the meaning
         of paragraph 3B Social Security Contributions and Benefits Act to
         transfer the liability for Employer's (secondary) Class 1 National
         Insurance contributions to me.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (from 1% to 20%) during the
         Offering Period in accordance with the Employee Stock Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only).

6.       I understand that upon the purchase of shares for me pursuant to the
         Employee Stock Purchase Plan, I may be liable for income tax and/or
         employee's National Insurance Contributions (defined Below) on the
         amount equal to the excess of the fair market value of





                                       15
<PAGE>

         shares at the time such shares were purchased by me over the price
         which I paid for the shares. No shares will be purchased for me under
         the Employee Stock Purchase Plan unless (i) I have paid to the Company
         and/or any Designated Subsidiary the Tax Liability (defined below)
         which has arisen or may arise on a Trigger Event (defined (below); and
         (ii) if requested by the Company, I have paid to the Company and/or any
         Designated Subsidiary (collecting as agent for the Inland Revenue) any
         transferred employer's (secondary) Class 1 National Insurance
         Contributions pursuant to the terms of the Joint Election. The Company
         shall not be obliged to allot and issue any shares pursuant to the
         purchase of shares for me under the Employee Stock Purchase Plan unless
         and until I have 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, the Tax Liability, or I have made such
         other arrangement as in the opinion of the Company will ensure that the
         full amount of any Tax Liability will be recovered from me within such
         period as the Company may then determine. In the absence of such other
         arrangement being made, the Company shall have the right to retain out
         of the aggregate number of shares to which I 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 me (at the best price which can reasonably expected 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 participants Tax Liability. The Company may, but will not be
         obligated to, withhold from my compensation the amount necessary to
         meet any Tax Liability arising on the exercise of the option.

         For purposes of this Section 6, "Tax Liability" shall mean any
         liability or obligation of the Company and/or any related corporation
         to account for income tax (under PAYE) or any other taxation provisions
         whether of the United Kingdom, United States of America or elsewhere
         and employee's (primary) Class 1 National Insurance Contributions
         ("NICs") in the United Kingdom to the extent arising from a Trigger
         Event or arising out of the acquisition, retention and disposal of
         shares acquired pursuant to an option granted under the terms of the
         Employee Stock Purchase Plan.

         For purposes of this Section 6, "Trigger Event" shall mean the grant,
         exercise, cancellation, release, assignment or other disposal of any
         option acquired pursuant to the Employee Stock Purchase Plan.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:





                                       16
<PAGE>





NAME: (Please print)
                     -----------------------------------------------------------
                               (First)          (Middle)          (Last)

------------------------------------    ----------------------------------------
Relationship

                                        ----------------------------------------
                                        (Address)





                                       17
<PAGE>


Employee's Social Security Number:
                                      ------------------------------------------
Employee's Address:
                                      ------------------------------------------

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

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


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:
      ------------------------------    ----------------------------------------
                                        Signature of Employee


                                        ----------------------------------------
                                        Spouse's Signature
                                        (if beneficiary other than spouse)




                                       18
<PAGE>



                                    EXHIBIT B



                                  QUOVADX, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                      NOTICE OF WITHDRAWAL FOR UK EMPLOYEES


         The undersigned participant in the Offering Period of the Quovadx, Inc.
1999 Employee Stock Purchase Plan, as amended and restated, which began on
____________, ______ (the "Enrollment Date") hereby notifies the Company that he
or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

                                  Name and Address of Participant:

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

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

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


                                  Signature:

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

                                  Date:
                                       ---------------------------








<PAGE>

DATED                                                                       2003
--------------------------------------------------------------------------------

                                  QUOVADX, INC.


                                     - and -


                                 QUOVADX LIMITED


                                     - and -


                                  [PARTICIPANT]


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

                       1999 EMPLOYEE STOCK PURCHASE PLAN
                                 JOINT ELECTION

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



<PAGE>


                                 JOINT ELECTION


BETWEEN


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

(2)      QUOVADX LIMITED (company registration no.2258294) whose registered
         office is at Carmelite, 50 Victoria Embankment, Blackfriars, London
         EC47 0DX (the "Employer"); and

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


INTRODUCTION


(A)      From time to time the Participant will be granted options (each one an
         "Option") to acquire shares of common stock in the Company (the
         "Shares") on terms set out in the Quovadx, Inc. 1999 Employee Stock
         Purchaser Plan, as amended and restated (the "Plan").

(B)      The grant of an Option will take place after the Participant 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 Participant
         entering into this Joint Election.

(C)      The Participant 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 Participant has
         entered into this Joint Election with the Employer.

1.2      The Participant, 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 Participant. 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 PARTICIPANT

         The Participant 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 Participant 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 Participant 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 Participant's behalf within 14 days of the end of the income tax
         month in which the gain on the Option was made ("the 14 day period")
         and for the purposes of securing payment of the Liability the
         Participant 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 Participant 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 Participant) to effect the sale of Shares acquired through
                  the exercise of the Option to cover all or any part






                                      -3-
<PAGE>

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

3.2      The Participant 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
         Participant satisfying the Liability under clause 3.1 and satisfying
         any penalties and interest under clause 3.4. The Participant 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 Participant's behalf to sell
         sufficient of the Shares issued or transferred to the Participant on
         the exercise of the 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
         Participant 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
         Participant to pass the Liability to the Collector of Taxes within the
         said 14 days period.

3.4      If the Participant has failed to pay all or part of the Liability to
         the Employer within the 14 day period the Participant 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
                  Participant;

         (b)      if the Company, the Employer and the Participant 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 the Options 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
                  Participant that the Joint Election is to cease to have
                  effect.

5.       FURTHER ASSURANCE

5.1      The Company, Employer and the Participant 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 Participant 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 Participant'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 this Option. It is agreed
         that the Employer can enforce the terms of this Joint Election against
         the Participant on behalf of any such company.

7.       BINDING EFFECT

7.1      The Participant agrees to be bound by the terms of this Joint Election
         and for the avoidance of doubt the Participant shall continue to be
         bound by the terms of this Joint Election regardless of which country
         the Participant is working in when the Liability arises and regardless
         of whether the Participant 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 Participant is working in when the
         Liability arises and regardless of whether the Participant 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 PARTICIPANT]

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-