AGREEMENT AND PLAN OF MERGER
 Agreement Parent Merger Sub Company Shareholder Shareholders Article IX
 RECITALS
 .
  AGREEMENT
  ARTICLE I  THE MERGER; CLOSING
 The Merger TBOC
 The Closing
 Actions at the Closing
  Section 6.1
 Section 6.2
  -1-




---



##### 



Shareholder
Transmittal Letter Exhibit A
 Section 1.5(a)(i
 Section 1.9
 Additional Action
 Conversion of Shares
  Section 1.5(a)(i)
 Section 1.6 Section 1.6
  Section 1.8 Section 1.8
  -2-




---



##### 



Closing Amount Adjustment
 Target Working Capital Target Working Capital
 Closing Amount Adjustment Closing Amount Adjustment Section 1.6 multiplied by Section 1.6 multiplied by provided however
 Adjustment Procedures Section 1.6(b)
 Final Balance Sheet Section 1.6(c)(i)
  -3-




---



##### 



Accountants Section 1.6(c)(iii)
 Section 1.6(c)
 Reserved
 Earnout
 EBITDA Portion (First Earnout Period) Section 1.8 first anniversary First Earnout Period
 Section 1.8(a)
 -4-




---



##### 



Section 1.8(f) Section 1.8(e) First EBITDA Payment provided however
 EBITDA Portion (Second Earnout Period) Section 1.8 second anniversary Second Earnout Period Earnout Periods
 Section 1.8(b)
 Section 1.8(f) Section 1.8(e) Second EBITDA Payment EBITDA Payments provided however provided further
 ***
 Revenue Target Portion Section
1.8 Section
1.8(f)
 Earnout Caps Section 1.8(a)(ii) Sections 1.8(a)(ii) and 1.8(b)(ii) Section 1.8(c) Strategic Objectives Payments Section 1.8(d) Revenues Payment Earnout Payments
 Allocation and Payment of Earnout Payments Exhibit B Option
Holders
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission -5-




---



##### 



Exhibit B provided
 Exhibit B provided
 Sections 1.8(f)(i) and (ii) Section
1.8(f)(i) Section 1.8(g) Section 1.8(f)(ii)
  Section 1.8(g) Section 1.8(g)
 -6-




---



##### 



Earnout Procedures
 Earnout Certificate Section 1.8(c) Exhibit
I
  Section 1.8 Section 1.6(c)(iii) Section 1.8(c) Section
1.8(g)(iii) provided
 -7-




---



##### 



Section 1.8(h) (i)
 Section 1.8(g) Section
1.8(g)
 Acceleration Events
 Change of
Control Successor Entity
  -8-




---



##### 



Section 1.8(h)(ii) Section
1.8(h)(ii)
 Conduct of Business
 provided however
 provided however provided further provided further
 -9-




---



##### 



e.g
  Escrow
 Escrow Fund to Secure Obligations Section 1.9(a) Initial Escrowed Shares Section 1.9(a) Escrowed Shares Article
VII Article VIII
 Release of Escrow Fund Escrow Termination Date provided however Article
VII or VIII
 Approval of Escrow Agreement
 Payment Information Certificate Payment Information Certificate Payment Information
 -10-




---



##### 



provided however
 Certificate of Formation and Bylaws
   No Further Rights
 Shareholder Releases
 Releasees provided however Section 1.12
  Appointment of Shareholder Representative
 Shareholder
Representative
  -11-




---



##### 



Withholding
 -12-




---



##### 



Closing Statement
 ARTICLE II  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE INDEMNIFYING SHAREHOLDERS
 Article II Article II Article II
 Organization, Qualification and Corporate Power Section 2.1
 Capitalization
  Section 2.2(b)
 -13-




---



##### 



Section 2.2(c)
 Section 2.2(d)
 Authorization of Transaction Section 2.3
 Noncontravention Section 2.4(c)
 -14-




---



##### 



Subsidiaries Section 2.5
 Financial Statements Section
2.6 Section 2.6 provided however Section 2.6
 Absence of Certain Changes Section 2.7
       -15-




---



##### 



Section 2.26
        Undisclosed Liabilities Section 2.8
 Taxes
  -16-




---



##### 



-17-




---



##### 



Section 2.9(g)
  Section 2.9(i)
     -18-




---



##### 



Section 2.9(q)
   Assets
 Section 2.10(a)
 Section 2.10(b)
  -19-




---



##### 



Owned Real Property
 Real Property Leases Section 2.12
  Section 2.12
     Section 2.12(g)
 Section 2.12
 -20-




---



##### 



Intellectual Property
 Section 2.13(a)
 Section 2.13(b) Section 2.13(d) Section 2.13(b)
 Section 2.13(c)
 Section 2.13(d) Section 2.13(d)
 -21-




---



##### 



Section 2.13(e)
 Section 2.13(f) Section 2.13(f)
 Section 2.13(g)
  Section 2.13(i)
 Section 2.13(j)
 -22-




---



##### 



Data
 Contracts
 Section 2.14 Material
Contract
       -23-




---



##### 



Section 2.14
   Section 2.13 Section 2.14
 -24-




---



##### 



Section 2.14(b)(iii)
 Accounts Receivable Section 2.15
 Powers of Attorney Section 2.16
 Insurance Section 2.17 Section 2.17 Section 2.17 Section 2.17
 Litigation Section 2.18
 -25-




---



##### 



Warranties Section 2.19 Section 2.19
 Employees
 Section 2.20
    Employee Benefits
 Section 2.21(a)
 -26-




---



##### 



-27-




---



##### 



COBRA
   -28-




---



##### 



Section 2.21(k)
 Section 2.21(l)
   -29-




---



##### 



Environmental Matters
      Legal Compliance
  HIPAA Commitments
  -30-




---



##### 



Customers and Suppliers Section 2.24 Significant Person
 Permits Section 2.25
 Certain Business Relationships With Affiliates Section 2.26 Section 2.26
 Brokers Fees Section 2.27
 Books and Records
 -31-




---



##### 



Section 2.28
 Compliance with Healthcare Laws and Regulations
 Section 2.23 Healthcare
Laws
  Trading
Partners
 -32-




---



##### 



Disclosure
 ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
 Article III Shareholder
Fundamental Representations
 Title to Shares
 No Conflict
 Enforceability
 -33-




---



##### 



ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
 Article IV
 Organization and Corporate Power
 Authorization of Transaction
 Noncontravention
 Litigation
 -34-




---



##### 



Disclosure
 Valid Issuance of Shares
 Material Adverse Change
 Brokers Fees
 Tax-Free Reorganization
 SEC and Exchange Compliance
 Parent SEC Filings
 -35-




---



##### 



ARTICLE V  CERTAIN COVENANTS
 Expenses provided however provided further
 Proprietary Information
 Confidentiality
 -36-




---



##### 



NextGen provided however
 Transition
 Solicitation of Employees Non-Solicitation
Area Section 5.5 Section 5.5
 Issuance of Parent Shares Section 1.3(b)(ii)
 Rule 144; Listing of Parent Shares Rule 144
 -37-




---



##### 



Credit for Employment
 Revision of Revenue Recognition Policies Exhibit D provided however Exhibit D
 ARTICLE VI  CONDITIONS TO CONSUMMATION OF MERGER
 Conditions to Obligations of Parent and Merger Sub
  Section 2.4(c)
    -38-




---



##### 



Exhibit C
    Section 1.8(f)(iv)
  -39-




---



##### 



Conditions to Obligations of the Company
       -40-




---



##### 



ARTICLE VII  INDEMNIFICATION
 Indemnification by the Shareholders with respect to the Company Article VII Section 7.1
 Section
2.9 Article VIII
    Article VII Article VII
 -41-




---



##### 



Indemnification by the Shareholders with respect to the Shareholders Article VII Section 7.2
   Indemnification by Merger Sub and Parent
   Indemnification Claims
 Notice of Third Party Actions provided however
 -42-




---



##### 



Indemnification by the Shareholders of Third Party Actions Article VII
 Indemnification by Parent and Merger Sub of Third Party Actions Article VII
 provided however Article VII
 -43-




---



##### 



Section 7.3(c)(i)
 Article VII
   -44-




---



##### 



Survival of Representations and Warranties Section 7.1(a) Section
7.3(a) Section 2.2 Section 2.9 Section
2.21 Section 2.22 Section 4.1 Section
4.6 Section 4.9 Section 4.10
 Treatment of Indemnity Payments Article VII
 Limitations
 Article VII Article VIII provided Sections 5.2, 5.3, 5.4 or 5.5
 Article VII
 -45-




---



##### 



provided however
 Section 1.6 Article VII Article VIII
 Article
VII provided however
 Section 1.6
  Article VII Article VIII
 Right of Setoff Article VII Article VIII
 -46-




---



##### 



ARTICLE VIII  TAX MATTERS
 Tax Indemnification Section 2.9 Article VIII
    Preparation and Filing of Tax Returns; Payment of Taxes
 provided
   Audits, Assessments, Etc.
 -47-




---



##### 



Termination of Tax Sharing Agreements
 Indemnification Claims
 Scope of Article VIII Article VIII Article VIII Article VII Article VII Article VIII Article VIII
 Claim Procedure Article VIII th Article VIII
 -48-




---



##### 



Dispute Resolution
 Limitations Article VIII
 ARTICLE IX  DEFINITIONS
  Accountants Section 1.6(c)(iii)
 Accounting Policies Exhibit
D
 Accounts Receivable
 Affiliate
 Aggregate Transaction Consideration Section
1.6 plus Section 1.6 minus plus
 Agreed Amount
 Agreement
 ARRA
 -49-




---



##### 



Business
 Business Day
 Cash Advance
 CCHIT
 Certificate of Merger
  CERCLA
 Change of Control Section 1.8(h)
 Claim Notice Article VII Article VIII
 Claimed Amount
 Closing
 Closing Amount Section 1.6
 Closing Amount Adjustment Section
1.6(b)
 Closing Consideration Per Share
 
 ***
    
    Portions of this page have been omitted pursuant
to a request for confidential treament and filed separately with the Securities
and Exchange Commission -50-




---



##### 



Closing Date
 Closing Date Working Capital minus Exhibit E
 COBRA Section 2.21(f)
 Code
 Company
 Company Certificate Section 6.1
 Company Intellectual Property
 Company Material Adverse Effect
 Company Plan
 Company Shares
 Company Transaction Expenses
 Customer Deliverables
 -51-




---



##### 



Damages
 Data Section 2.13(k)
 Data Rights
 Debt Section 1.6
 Disclosure Schedule
 Dispute
 Dissenting Shares
 Earnout Certificate Section 1.8(g)
 Earnout Payment Section 1.8(e)
 Earnout Period Section 1.8(b)
 -52-




---



##### 



EBITDA
 EBITDA Payments Section 1.8(b)(ii)
 Effective Time
 Employee Benefit Plan
 Environmental Claim
 Environmental Law
 Environmental Permits
 -53-




---



##### 



Equity Interest Commitments
 ERISA
 ERISA Affiliate
 Escrow Agreement
 Escrow Agent
 Escrow Fund
 Escrow Termination Date Section 1.9(b)
 Escrowed Shares Section 1.9(a)
 Exchange Act
 Expected Claim Notice Article VII
 Final Balance Sheet Section 1.6(c)(i)
 Financial Statements
   -54-




---



##### 



Final Closing Consideration plus plus minus
 First Earnout Period Section 1.8(a)
 First EBITDA Payment Section 1.8(a)(ii)
 Fundamental Representations Section 2.2 Section 2.3 Section 2.9 Section 2.13 Section 2.18 Section
2.21 Section 2.22
 GAAP
 Governmental Entity
 Governmental Order
 Hazardous Materials
 Healthcare Laws Section 2.29(a)
 HIPAA
 HIPAA Commitments Section 2.23(b)
  
 ***
    
    Portions of this page have been omitted pursuant
to a request for confidential treamtent and filed separately with the
Securities and Exchange Commission -55-




---



##### 



Incremental Transaction Expenses Section 1.8(f)(iv)
 Indemnification Payment Section 7.1 Article VIII
 Indemnified Party Article VII Article VIII
 Indemnifying Party
 Indemnifying Shareholders
 Initial Escrowed Shares Section 1.9(a)
  Intellectual Property
       
 ***
    
    Portions of this page have been omitted pursuant
to a request for confidential treamtent and filed separately with the
Securities and Exchange Commission -56-




---



##### 



Internal Systems
 Key Employees
 Knowledge Knowledge
 Law
 Lease
 Leased Real Property
 Legal Proceeding
 Material Contract Section 2.14(a)
 Materials of Environmental Concern
 -57-




---



##### 



Merger
 Merger Sub
 Most Recent Balance Sheet
 Most Recent Balance Sheet Date
 NASDAQ
 Net Closing Amount
 NextGen Section 5.3
 Non-Solicitation Area Section 5.5
 Option
 Option Holder Section 1.8(f)
 Option Holder Threshold
 Option Plan
 Opus Business
 Opus Products provided however
 Ordinary Course of Business
 -58-




---



##### 



Ownership Percentage
 Parent
 Parent SEC Filings Section 4.10(a)
 Parent Certificate Section 6.2
 Parent Material Adverse Effect
 Parent Shares
 Parties Party
 Payment Information Section 1.9(d)
 Payment Information Certificate Section
1.9(d)
 Per Hour Rate
 Permits
 Person
 -59-




---



##### 



Public Software
 Quarterly Customer Survey Results Exhibit F
 Reasonable Best Efforts
 Release
 Releasees Section 1.12(a)
 Requisite Shareholder Approval
 Response Section 7.4(e)
 Revenues
 Revenues Payment Section 1.8(e)
 Rule 144 Section 5.7
 Second Earnout Period Section 1.8(b)
 
 ***
    
    Portions of this page have been omitted pursuant
to a request for confidential treamtent and filed separately with the
Securities and Exchange Commission -60-




---



##### 



Second EBITDA Payment Section
1.8(b)(ii)
 SEC
 Securities Act
 Security Interest
 Share Valuation Method provided however Exhibit H
 Shareholder Fundamental Representations Article III
 Shareholder Representative Section
1.13(a)
 Shareholder Transmittal Letter Section
1.3(b)(i)
 Shareholders
 Significant Person Section 2.24
 Software Consultants
 Strategic Objectives Payments Section
1.8(e)
 -61-




---



##### 



Successor Entity Section 1.8(h)
 Surviving Corporation
 Target Working Capital Section 1.6(a)
 Taxes
 Tax Returns
 TBOC Section 1.1
 Third Party Action Article VII
 Total Consideration Section 1.8 minus Section 1.8(f)(iv) minus
 Trading Partners Section 2.29(c)
 Warrant
 -62-




---



##### 



ARTICLE X  MISCELLANEOUS
 Press Releases and Announcements provided however provided further
 No Third Party Beneficiaries
 Entire Agreement
 Succession and Assignment provided
 Counterparts and Facsimile Signature
 -63-




---



##### 



Headings
 Notices
 If to the Shareholders:
    
    Copy to (which shall not constitute notice):Fred E. Beck
    
    Bradley Arant Boult Cummings LLP2222 Upper Branch Cove
    
    1819 Fifth Avenue NorthDripping Springs, TX 78620
    
    Birmingham, AL 35203Fax: (521) 506-2352
    
    Attn:  James V. StewartTelephone: (521) 894-0175
    
    Fax: (205) 488-6087Telephone: (205) 521-8087If to Parent:
    
    Copy to (which shall not constitute notice):Quality Systems, Inc.
    
    Rutan & Tucker, LLP18111 Von Karman Avenue,
    
    611 Anton Boulevard, 14th FloorSuite 600
    
    Costa Mesa, California  92626Irvine, California 92612
    
    Attn: Thomas J. CraneAttn: Chief Operating Officer
    
    Fax: (714) 546-9035Fax: (949) 255-2610
    
    Telephone: (714) 641-5100Telephone: (949) 255-2600
  Governing Law
 Amendments and Waivers
 -64-




---



##### 



Severability
 Construction
      Attorneys Fees Section 10.12 Sections
1.6(c) and 1.8(g)
 [Signature page follows]
 -65-




---



##### 



IN WITNESS WHEREOF
 PARENT:
    QUALITY SYSTEMS, INC.By:
    /s/ PATRICK B. CLINEPatrick B. Cline,President and Chief Strategy OfficerMERGER SUB:
    OHS MERGER SUB, INC.By:
    /s/ PATRICK B. CLINEPatrick B. Cline,PresidentTHE COMPANY:
    OPUS HEALTHCARE SOLUTIONS, INC.By:
    /s/ FRED BECKFred Beck,PresidentTHE SHAREHOLDERS:
    /s/ FRED BECKFRED BECK/s/ TIM R. RHOADSTIM R. RHOADS/s/ PETER R. ACKERMANNPETER R. ACKERMANN/s/ DIETER SCHULTZE-ZEUDIETER SCHULTZE-ZEU SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER




---



##### 



EXHIBIT A
 SHAREHOLDER TRANSMITTAL LETTER
 Common Stock Transmittal Letter
To Accompany Certificates
Representing Shares of Common Stock
 of
 OPUS HEALTHCARE SOLUTIONS, INC.
  Transmittal Letter Merger Company Merger
Sub Parent Shareholders Merger Agreement
  By executing and delivering this Transmittal Letter, the undersigned acknowledges and confirms the
following:
 Certificate(s)
    Shareholder Representative




---



##### 



[Signature page follows]




---



##### 



Certificate Number(s)
    
    Number of Common Shares
 Address:




---



##### 



EXHIBIT B
 ALLOCATION OF EARNOUT PAYMENTS
 Part I: Allocation of Earnout Payments until Total Consideration is equal to the Option Holder
Threshold:
 Shareholder
    
    Shares
    
    %Fred E. Beck
    
    
    333,330
    
    
    
    33.3330
    %Tim R. Rhoads
    
    
    333,330
    
    
    
    33.3330
    %Dieter Schultze Zeu
    
    
    166,670
    
    
    
    16.6670
    %Peter R. Ackermann
    
    
    166,670
    
    
    
    16.6670
    %TOTAL
    
    
    1,000,0000
    
    
    
    100.0000
    %
 Part II: Allocation of Earnout Payments when Total Consideration is greater than the Option Holder
Threshold:
 Shareholder / Option Holder
    
    Shares
    
    %Fred E. Beck
    
    
    333,330
    
    
    
    29.1451
    %Tim R. Rhoads
    
    
    333,330
    
    
    
    29.1451
    %Dieter Schultze Zeu
    
    
    166,670
    
    
    
    14.5730
    %Peter R. Ackermann
    
    
    166,670
    
    
    
    14.5730
    %Babyak
    
    
    280
    
    
    
    0.0245
    %Barsun
    
    
    286
    
    
    
    0.0250
    %Bechtold
    
    
    2,794
    
    
    
    0.2443
    %Beveridge
    
    
    11,501
    
    
    
    1.0056
    %Botello
    
    
    324
    
    
    
    0.0283
    %Bowers
    
    
    2,810
    
    
    
    0.2457
    %Carlson
    
    
    15,122
    
    
    
    1.3222
    %Colunga
    
    
    60
    
    
    
    0.0052
    %Connaway
    
    
    1,145
    
    
    
    0.1001
    %Costello
    
    
    324
    
    
    
    0.0283
    %Cuellar
    
    
    556
    
    
    
    0.0486
    %Densmore
    
    
    213
    
    
    
    0.0186
    %Duncan
    
    
    280
    
    
    
    0.0245
    %Earls
    
    
    108
    
    
    
    0.0094
    %Feltner
    
    
    7,023
    
    
    
    0.6141
    %Forma
    
    
    10,795
    
    
    
    0.9439
    %Gonzalez
    
    
    723
    
    
    
    0.0632
    %Gregory
    
    
    445
    
    
    
    0.0389
    %Guthrie
    
    
    3,000
    
    
    
    0.2623
    %Hanson
    
    
    111
    
    
    
    0.0097
    %




---



##### 



Shareholder / Option Holder
    
    Shares
    
    %Henry, Grant
    
    
    890
    
    
    
    0.0778
    %Henry, Michael
    
    
    110
    
    
    
    0.0096
    %Hicks
    
    
    350
    
    
    
    0.0306
    %Hoffman
    
    
    418
    
    
    
    0.0365
    %Kean
    
    
    216
    
    
    
    0.0189
    %Kramer
    
    
    61
    
    
    
    0.0053
    %Labardini
    
    
    3,340
    
    
    
    0.2920
    %Leyendecker
    
    
    437
    
    
    
    0.0382
    %Lindsey
    
    
    477
    
    
    
    0.0417
    %Liu
    
    
    350
    
    
    
    0.0306
    %McKeeman
    
    
    3,094
    
    
    
    0.2705
    %Millard
    
    
    612
    
    
    
    0.0535
    %Moore
    
    
    61
    
    
    
    0.0053
    %Mountzouris
    
    
    12,798
    
    
    
    1.1190
    %Nash
    
    
    413
    
    
    
    0.0361
    %Nordlund
    
    
    598
    
    
    
    0.0523
    %Patel
    
    
    3,183
    
    
    
    0.2783
    %Pavelka
    
    
    223
    
    
    
    0.0195
    %Prather
    
    
    509
    
    
    
    0.0445
    %Rathbun
    
    
    413
    
    
    
    0.0361
    %Read
    
    
    15,694
    
    
    
    1.3722
    %Richardson
    
    
    91
    
    
    
    0.0080
    %Robbins, Teri
    
    
    717
    
    
    
    0.0627
    %Roberts
    
    
    598
    
    
    
    0.0523
    %Sagen
    
    
    573
    
    
    
    0.0501
    %Smith, Brian
    
    
    143
    
    
    
    0.0125
    %Smith, Stephen
    
    
    413
    
    
    
    0.0361
    %Swansiger
    
    
    1,073
    
    
    
    0.0938
    %Thompson
    
    
    12,251
    
    
    
    1.0712
    %Thomson
    
    
    4,288
    
    
    
    0.3749
    %Tomsho
    
    
    3,535
    
    
    
    0.3091
    %Tran
    
    
    420
    
    
    
    0.0367
    %Trimmier
    
    
    139
    
    
    
    0.0122
    %Walter
    
    
    3,335
    
    
    
    0.2916
    %Watters
    
    
    2,907
    
    
    
    0.2542
    %Weiss
    
    
    390
    
    
    
    0.0341
    %Wester
    
    
    3,434
    
    
    
    0.3003
    %Wheeler
    
    
    431
    
    
    
    0.0377
    %Wilson, Ken
    
    
    172
    
    
    
    0.0150
    %Wilson, Les
    
    
    3,401
    
    
    
    0.2974
    %Wise
    
    
    3,092
    
    
    
    0.2704
    %Zepeda
    
    
    143
    
    
    
    0.0125
    %TOTAL
    
    
    1,143,693
    
    
    
    100.0000
    %




---



##### 



EXHIBIT C
 CONFIDENTIAL INVESTOR QUESTIONNAIRE
 Confidential Investor Questionnaire
 Questionnaire Company Shares Opus Act
    however




---



##### 



INSTRUCTIONS FOR COMPLETING QUESTIONNAIRE:
  PLEASE TYPE OR PRINT (EXCEPT FOR SIGNATURE)
DO NOT LEAVE BLANK SPACES  IF A QUESTION IS NOT APPLICABLE
OR THE ANSWER IS NONE, SO STATE.
(Attach additional pages if necessary)
 1.
    
    Name of Investor:(a) Individual:
 Last Name
    
    First Name
    
    Middle Name
 (b) Jointly:
 Last Name
    
    First Name
    
    Middle Name
 Street Address:City:
                   
                   
                   
State:Telephone:
                   
                   
       
Zip Code:Date of Birth or Organization:U.S. Citizen:            Yes:
                   
                   


No:College:
                   
                   
                   
Degree:
                   
                   
Year:Graduate School:
                   
                   
        
Degree:
                   
                   
Year:Other Education:Social Security or Taxpayer I.D. No:Name of individual and address to which all correspondence should be sent:
 2.
    
    State of Residence:3.
    
    [Complete this # 3 only if employer not Opus] Name of Employer:Street Address:City:
                   
                   
                   
                   
State:Telephone:
                   
                   
                   
        

Zip Code:




---



##### 



Nature of Employers Business:Position and Duties:4.
    
    Your position(s) of employment or occupation(s) during the past five years (and the inclusive
dates of each) are as follows:
 Employer and
    
    Nature ofPosition or Occupation
    
    Duties
    
    From
    
    To
 5.
    
    The undersigned possesses a general understanding of the nature and risks of investments.Yes:  No:
 6.
    
    The undersigned considers himself/herself/itself to be an experienced, sophisticated investor.Yes:  No: (*if No, an Investor Representative
may be required.)
 7.
    
    The undersigned is capable of evaluating the risks and merits of an investment in Shares and
believes the undersigned can withstand the complete loss of such amount as may be invested in
any Shares (or in any of the Shares).Yes:  No:
 8.
    
    The undersigned is able to bear the complete economic risk of an investment in the Shares (or
in any of the Shares) for an indefinite period of time.Yes:  No:
 9.
    
    The following information is required to ascertain whether a prospective investor would be
deemed an accredited investor as defined in Rule 501 of Regulation D under the Act. The
undersigned is one of the following:
 (a)
    
    Any bank as defined in Section 3(a)(2) of the Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act whether
acting in its individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company
as defined in Section 2(13) of the Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in Section
2(a)(48) of such act; any Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958; any plan established and maintained by a state, its political
subdivisions for the benefit of its employees, if such plan has total assets in excess
of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are accredited investors;




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(b)
    
    A private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;
 
 (c)
    
    An organization described in Section 501(c)(3) of the Internal Revenue Code,
a corporation, Massachusetts or similar business trust, or a partnership, not formed
for the specific purpose of acquiring any Shares, with total assets in excess of
$5,000,000;
 
 (d)
    
    Any director or executive officer of the Company;
 
 (e)
    
    A natural person whose individual net worth, or joint net worth with such
persons spouse, at the time of acquisition exceeds $1,000,000;
 
 (f)
    
    A natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint income with such persons spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
individual income in excess of $200,000 or joint income with such persons spouse in
excess of $300,000 in the current year;
 
 (g)
    
    A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring any Shares, whose acquisition is directed by a
sophisticated person*; or
 
 (h)
    
    Any entity in which all of the equity owners are accredited investors.
 
 
 *
    
    A person will be deemed to be a sophisticated
person for these purposes if such person has such knowledge and experience in
financial and business matters that such person is capable of evaluating the
merits and risks of a prospective in the Shares and the Company.




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EXHIBIT D
 ***
 
 ***
    
    This page has been omitted pursuant to a request
for confidential treatment and filed separately with the Securities and
Exchange Commission




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EXHIBIT E
 SAMPLE WORKING CAPITAL CALCULATION
 Sample Working Capital Calculation
 Current AssetsCash
    
    
    4,227,108Billed Accounts Receivable
    
    
    1,216,965Prepaid Income Taxes
    
    
    1,228,049Prepaid Expenses
    
    
    69,348Deposits
    
    
    27,982Total Current Assets
    
    
    6,769,452Current LiabilitiesAccounts Payable
    
    
    279,400Income Taxes Payable
    
    
    1,182,618Accrued Expenses
    
    
    2,683Total Current Liabilities
    
    
    1,464,701Net Working Capital
    
    
    5,304,751Less: Target
    
    
    3,750,000Amount Retained by Opus Shareholders
    
    
    1,554,751




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EXHIBIT F
 ***
 
 ***
    
    This page has been omitted pursuant to
a request for confidential treatment and filed separately with the Securities
and Exchange Commission




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EXHIBIT G
 ***
 
 ***
    
    This page has been omitted pursuant to
a request for confidential treatment and filed separately with the Securities
and Exchange Commission




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EXHIBIT H
 EXAMPLES OF LIMITATIONS ON PARENT SHARE VALUATION
 Collar
  
    
    Value of a Parent Share as of the Closing Date (using the Share Valuation Method) =
$60.00
    
    Aggregate Earnout Payment due to Shareholders = $5,000,000
 Example No. 1
  Example No. 2




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EXHIBIT I
 SAMPLE EARNOUT PAYMENT CALCULATION
 Earnout Calculation Example
 Year 1
    
    
    
    
    
    
    
    
    
    
    Year 2($ in 000s)
    
    Scenario 1
    
    
    Scenario 2
    
    
    Scenario 3
    
    
    Scenario 1
    
    
    Scenario 2
    
    
    Scenario 3Revenue
    
    
    11,445
    
    
    
    14,646
    
    
    
    17,750
    
    
    
    12,028
    
    
    
    17,680
    
    
    
    22,000EBITDA
    
    
    1,451
    
    
    
    3,891
    
    
    
    6,450
    
    
    
    1,302
    
    
    
    5,632
    
    
    
    9,450Minimum Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500
    
    
    
    17,500
    
    
    
    17,500Minimum EBITDA
    
    
    2,000
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    3,500
    
    
    
    3,500
    
    
    
    3,500Strategic targets hit (y or n)
    
    
    y
    
    
    
    y
    
    
    
    y
    
    
    
    y
    
    
    
    y
    
    
    
    yPayment  based on revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    1,000Payment  based on EBITDA
    
    
    
    
    
    
    2,724
    
    
    
    4,500
    
    
    
    
    
    
    
    4,505
    
    
    
    4,500Payment  based on strategic goals
    
    
    
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    
    
    
    
    2,000
    
    
    
    2,000Total earnout payments
    
    
    
    
    
    
    4,724
    
    
    
    6,500
    
    
    
    
    
    
    
    7,505
    
    
    
    7,500Total purchase price including
earnout
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    24,229
    
    
    
    26,000




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Revenue Recognition Example
 Capital Lease Structure (example)Monthly Fee for Core Offering*
    
    $
    10,000Total Contract Term, in months
    
    
    60Total Contract Value
    
    $
    600,000Conversion of Contract Value for Earnout, over termLicense Revenue
    
    $
    247,500Implementation and Integration, based on 750 hours @ $150/hr
    
    $
    112,500Software Support & Maintenance fee (includes hosting) @ $4K/mo,
start month 5 (go-live)
    
    $
    240,000$
    600,000
 Earnout
    
    
    GAAP
    
    
    DifferenceMonth 1, contract signed, software revenue recognized
    
    $
    247,500
    
    
    $
    10,000
    
    
    $
    237,500Month 2-4, services renderred and revenue recognized as performed
    
    $
    112,500
    
    
    $
    30,000
    
    
    $
    82,500Month 5-12, after go-live, Maintenance revenue recognized
    
    $
    32,000
    
    
    $
    80,000
    
    
    $
    (48,000
    )Total Year 1 recognition^
    
    $
    392,000
    
    
    $
    120,000
    
    
    $
    272,000Maintenance revenue to be recognized monthly over remaining termYear 2 Recognition
    
    $
    48,000
    
    
    $
    120,000
    
    
    $
    (72,000
    )Susequent to Year 2 Recognition
    
    $
    160,000
    
    
    $
    360,000
    
    
    $
    (200,000
    )Remaining life of contract
    
    $
    208,000
    
    
    $
    480,000
    
    
    $
    (272,000
    )Total Revenue Recognized
    
    $
    600,000
    
    
    $
    600,000
    
    
    $
    
 
 *
    
    Excludes 3rd party offerings, includes Software, Maintenance, Hosting, and Services^
    
    Earnout calculation will use VSOE principles as the overriding method in calculating all deal
type recognition, as approved by QSII Accounting