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                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY



                                 CHARTONE, INC.

                          REGISTRATION RIGHTS AGREEMENT


                REGISTRATION RIGHTS AGREEMENT, dated as of June 7, 2000, among
the investors listed on Schedule I hereto (the "Investors"), the individuals
whose names and addresses appear from time to time on Schedule II hereto (the
"Management Investors"), QuadraMed Operating Corporation, a Delaware corporation
("QM," and collectively with the Investors and the Management Investors, the
"Stockholders") and ChartOne, Inc., a Delaware corporation (the "Company").

                                 R E C I T A L S

                WHEREAS, the Investors have, pursuant to the terms of a
Securities Purchase Agreement, dated as of May 5, 2000, by and among QM, the
Company and the Investors (the "Purchase Agreement"), agreed to purchase
2,520,000 shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of the Company (the "Series A Preferred Stock");

                WHEREAS, the Investors may, pursuant to the terms of a
Contingent Purchase Agreement, dated as of the date hereof, by and among the
Company and the Investors, purchase additional shares of Series A Preferred
Stock under certain circumstances;

                WHEREAS, QM owns 2,130,000 shares of Series B Convertible
Preferred Stock, par value $0.01 per share, of the Company (the "Series B
Preferred Stock") and 1,200,000 shares of Series C Convertible Preferred Stock,
par value $0.01 per share, of the Company (the "Series C Preferred Stock" and
together with the Series A Preferred Stock and the Series B Preferred Stock, the
"Preferred Stock");

                WHEREAS, the shares of the Preferred Stock are convertible into
shares of Common Stock, par value $0.001 per share ("Common Stock"), of the
Company;

                WHEREAS, the Management Investors have, pursuant to the terms of
certain subscription agreements (collectively, the "Other Subscription
Agreements") agreed to purchase shares of Common Stock of the Company; and

                WHEREAS, the Company has agreed, as a condition precedent to the
obligations of the Investors and QM under the Purchase Agreement, and as a
condition precedent to the Management Investors' obligations under the Other
Subscription



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Agreements, to grant the Stockholders certain registration rights; and

                WHEREAS, the Company and the Stockholders desire to define the
registration rights of the Stockholders on the terms and subject to the
conditions herein set forth.

                NOW, THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the parties hereby agree as follows:

                1.      DEFINITIONS

                As used in this Agreement, the following terms have the
respective meaning set forth below:

                Commission: shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act;

                Exchange Act: shall mean the Securities Exchange Act of 1934, as
amended;

                Holder: shall mean any holder of Registrable Securities;

                Initial Public Offering: shall mean the initial public offering
of shares of Common Stock pursuant to a registration under the Securities Act;

                Initiating Holder: shall mean, after the Initial Public
Offering, (A) any Holder or Holders who in the aggregate are Holders of more
than 50% of the then outstanding Registrable Securities, (B) for as long as QM
owns Registrable Securities, QM and (C) for as long as Warburg owns Registrable
Securities, Warburg;

                Person: shall mean an individual, partnership, joint-stock
company, corporation, trust or unincorporated organization, and a government or
agency or political subdivision thereof;

                register, registered and registration: shall mean to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (and any post-effective amendments filed or
required to be filed) and the declaration or ordering of effectiveness of such
registration statement;

                Registrable Securities: shall mean (A) shares of Common Stock
issuable upon conversion of the shares of Preferred Stock, (B) any additional
shares of Common Stock acquired by the Stockholders and (C) any stock of the
Company issued as a dividend or other distribution with respect to, or in
exchange



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for or in replacement of, the shares of the Preferred Stock or Common Stock
referred to in clause (A) or (B);

                Registration Expenses: shall mean all expenses incurred by the
Company in compliance with Sections 2(a) and (b) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of one counsel for
all the Holders in an amount not to exceed $15,000, blue sky fees and expenses
and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company);

                Security, Securities: shall have the meaning set forth in
Section 2(1) of the Securities Act;

                Securities Act: shall mean the Securities Act of 1933, as
amended;

                Selling Expenses: shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for each of the Holders (other than fees and
expenses of one counsel for all the Holders in an amount not to exceed $15,000);

                Warburg: shall mean Warburg, Pincus Equity Partners, L.P., a
Delaware limited partnership.

                2.      REGISTRATION RIGHTS

                        (a)     Requested Registration.

                        (i) Request for Registration. If the Company shall
        receive from an Initiating Holder, at any time, a written request that
        the Company effect any registration with respect to all or a part of the
        Registrable Securities, the Company will:


                                (A) promptly give written notice of the proposed
                registration, qualification or compliance to all other Holders;
                and

                                (B) as soon as practicable, use its diligent
                best efforts to effect such registration (including, without
                limitation, the execution of an undertaking to file
                post-effective amendments, appropriate qualification under
                applicable blue sky or other state securities laws and
                appropriate compliance with applicable regulations issued under
                the Securities Act) as may be so requested and as would permit
                or facilitate the sale and distribution of all or such portion
                of such Registrable Securities as are specified



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                in such request, together with all or such portion of the
                Registrable Securities of any Holder or Holders joining in such
                request as are specified in a written request received by the
                Company within 10 business days after written notice from the
                Company is given under Section 2(a)(i)(A) above; provided that
                the Company shall not be obligated to effect, or take any action
                to effect, any such registration pursuant to this Section 2(a):

                                        (w) In any particular jurisdiction in
                        which the Company would be required to execute a general
                        consent to service of process in effecting such
                        registration, qualification or compliance, unless the
                        Company is already subject to service in such
                        jurisdiction and except as may be required by the
                        Securities Act or applicable rules or regulations
                        thereunder;

                                        (x) If QM is the Initiating Holder,
                        after the Company has effected two (2) such
                        registrations initiated by QM pursuant to this Section
                        2(a) and such registrations have been declared or
                        ordered effective and the sales of such Registrable
                        Securities shall have closed; or

                                        (y) If Warburg is the Initiating Holder,
                        after the Company has effected two (2) such
                        registrations initiated by Warburg pursuant to this
                        Section 2(a) and such registrations have been declared
                        or ordered effective and the sales of such Registrable
                        Securities shall have closed; or

                                        (z) If the Registrable Securities
                        requested by all Holders to be registered pursuant to
                        such request do not have an anticipated aggregate public
                        offering price (before any underwriting discounts and
                        commissions) of not less than $15,000,000 (or
                        $30,000,000 if such requested registration is the
                        Initial Public Offering).

                The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 2(a)(ii) below,
include other securities of the Company which are held by Persons who, by virtue
of agreements with the Company, are entitled to include their securities in any
such registration ("Other Stockholders").

                The registration rights set forth in this Section 2 may be
assigned, in whole or in part, to any transferee of Registrable Securities (who
shall be bound by all obligations of this Agreement).

                        (ii) Underwriting. If the Initiating Holders intend to
        distribute the Registrable Securities covered by



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        their request by means of an underwriting, they shall so advise the
        Company as a part of their request made pursuant to Section 2(a).

                If Other Stockholders request such inclusion, the Holders shall
offer to include the securities of such Other Stockholders in the underwriting
and may condition such offer on their acceptance of the further applicable
provisions of this Section 2. The Holders whose shares are to be included in
such registration and the Company shall (together with all Other Stockholders
proposing to distribute their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by the Initiating
Holders and reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 2(a), if the representative advises the Holders in
writing that marketing factors require a limitation on the number of shares to
be underwritten, the securities of the Company held by Other Stockholders shall
be excluded from such registration to the extent so required by such limitation.
If, after the exclusion of such shares, further reductions are still required,
the number of shares included in the registration by each Holder shall be
reduced on a pro rata basis (based on the number of shares held by such Holder),
by such minimum number of shares as is necessary to comply with such request. No
Registrable Securities or any other securities excluded from the underwriting by
reason of the underwriter's marketing limitation shall be included in such
registration. If any Other Stockholder who has requested inclusion in such
registration as provided above disapproves of the terms of the underwriting,
such person may elect to withdraw therefrom by written notice to the Company,
the underwriter and the Initiating Holders. The securities so withdrawn shall
also be withdrawn from registration. If the underwriter has not limited the
number of Registrable Securities or other securities to be underwritten, the
Company and officers and directors of the Company may include its or their
securities for its or their own account in such registration if the
representative so agrees and if the number of Registrable Securities and other
securities which would otherwise have been included in such registration and
underwriting will not thereby be limited.

                        (b)     Company Registration.

                        (i) If the Company shall determine to register any of
        its equity securities either for its own account or for the account of
        Other Stockholders, other than a registration relating solely to
        employee benefit plans, or a registration relating solely to a
        Commission Rule 145 transaction, or a registration on any registration
        form which does not permit secondary sales or does not include
        substantially the same information as would be required to be included
        in a registration statement covering the sale of Registrable Securities,
        the Company will:



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                                (A) promptly give to each of the Holders a
                written notice thereof (which shall include a list of the
                jurisdictions in which the Company intends to attempt to qualify
                such securities under the applicable blue sky or other state
                securities laws); and

                                (B) include in such registration (and any
                related qualification under blue sky laws or other compliance),
                and in any underwriting involved therein, all the Registrable
                Securities specified in a written request or requests, made by
                the Holders within fifteen (15) days after receipt of the
                written notice from the Company described in clause (i) above,
                except as set forth in Section 2(b)(ii) below. Such written
                request may specify all or a part of the Holders' Registrable
                Securities.

                        (ii) Underwriting. If the registration of which the
        Company gives notice is for a registered public offering involving an
        underwriting, the Company shall so advise each of the Holders as a part
        of the written notice given pursuant to Section 2(b)(i)(A). In such
        event, the right of each of the Holders to registration pursuant to this
        Section 2(b) shall be conditioned upon such Holders' participation in
        such underwriting and the inclusion of such Holders' Registrable
        Securities in the underwriting to the extent provided herein. The
        Holders whose shares are to be included in such registration shall
        (together with the Company and the Other Stockholders distributing their
        securities through such underwriting) enter into an underwriting
        agreement in customary form with the representative of the underwriter
        or underwriters selected for underwriting by the Company.
        Notwithstanding any other provision of this Section 2(b), if the
        representative determines that marketing factors require a limitation on
        the number of shares to be underwritten, and (x) if such registration is
        the Initial Public Offering, the representative may (subject to the
        allocation priority set forth below) exclude from such registration and
        underwriting some or all of the Registrable Securities which would
        otherwise be underwritten pursuant hereto, and (y) if such registration
        is other than the Initial Public Offering, the representative may
        (subject to the allocation priority set forth below) limit the number of
        Registrable Securities to be included in the registration and
        underwriting to not less than twenty five percent (25%) of the shares
        included therein (based on the number of shares). The Company shall so
        advise all holders of securities requesting registration, and the number
        of shares of securities that are entitled to be included in the
        registration and underwriting shall be allocated in the following
        manner: The securities of the Company held by officers, directors and
        Other Stockholders of the Company (other than Registrable Securities and
        other



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        than securities held by holders who by contractual right demanded such
        registration ("Demanding Holders")) shall be excluded from such
        registration and underwriting to the extent required by such limitation,
        and, if a limitation on the number of shares is still required, the
        number of shares that may be included in the registration and
        underwriting by each of the Holders and Demanding Holders shall be
        reduced, on a pro rata basis (based on the number of shares held by such
        Holder), by such minimum number of shares as is necessary to comply with
        such limitation. If any of the Holders or any officer, director or Other
        Stockholder disapproves of the terms of any such underwriting, he may
        elect to withdraw therefrom by written notice to the Company and the
        underwriter. Any Registrable Securities or other securities excluded or
        withdrawn from such underwriting shall be withdrawn from such
        registration. Upon the occurrence of any such withdrawal, the
        representative shall (subject to the allocation priority set forth
        above) allocate additional shares of securities to be included in the
        registration and underwriting, subject to compliance with such
        limitation.

                (c) Form S-3. Following the Initial Public Offering, the Company
shall use its best efforts to qualify for registration on Form S-3 for secondary
sales. After the Company has qualified for the use of Form S-3, the Holders,
shall have the right to request unlimited registrations on Form S-3 (such
requests shall be in writing and shall state the number of shares of Registrable
Securities to be disposed of and the intended method of disposition of shares by
such holders), subject only to the following:

                        (i) The Company shall not be required to effect a
        registration pursuant to this Section 2(c) unless the Holder or Holders
        requesting registration propose to dispose of shares of Registrable
        Securities, having an aggregate price to the public (before deduction of
        underwriting discounts and expenses of sale) of more than $5,000,000.

                        (ii) The Company shall not be required to effect a
        registration pursuant to this Section 2(c) within 180 days of the
        effective date of the most recent registration pursuant to this Section
        2 in which securities held by the requesting Holder could have been
        included for sale or distribution.

                        (iii) The Company shall not be obligated to effect any
        registration pursuant to this Section 2(c) in any particular
        jurisdiction in which the Company would be required to execute a general
        consent to service of process in effecting such registration,
        qualification or compliance, unless the Company is already subject to
        service in such jurisdiction and except as may be required by the
        Securities Act or applicable rules or regulations thereunder.



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        The Company shall give written notice to all Holders, of the receipt of
a request for registration pursuant to this Section 2(c) and shall provide a
reasonable opportunity for other Holders to participate in the registration,
provided that if the registration is for an underwritten offering, the terms of
Section 2(a)(ii) shall apply to all participants in such offering. Subject to
the foregoing, the Company will use its best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent
requested by the Holder or Holders thereof for purposes of disposition. If
Warburg requests a registration in order to facilitate a distribution by it to
its limited partners, the registration shall include its limited and general
partners.

                (d) Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
this Section 2 shall be borne by the Company, and all Selling Expenses shall be
borne by the Holders of the securities so registered pro rata on the basis of
the number of their shares so registered.

                (e) Registration Procedures. In the case of each registration
effected by the Company pursuant to this Section 2, the Company will keep the
Holders, as applicable, advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company will:

                (i) keep such registration effective for a period of one hundred
        twenty (120) days or until the Holders, as applicable, have completed
        the distribution described in the registration statement relating
        thereto, whichever first occurs; provided, however, that (A) such
        120-day period shall be extended for a period of time equal to the
        period during which the Holders, as applicable, refrain from selling any
        securities included in such registration in accordance with provisions
        in Section 2(i) hereof; and (B) in the case of any registration of
        Registrable Securities on Form S-3 which are intended to be offered on a
        continuous or delayed basis, such 120-day period shall be extended until
        all such Registrable Securities are sold, provided that Rule 415, or any
        successor rule under the Securities Act, permits an offering on a
        continuous or delayed basis, and provided further that applicable rules
        under the Securities Act governing the obligation to file a
        post-effective amendment permit, in lieu of filing a post-effective
        amendment which (y) includes any prospectus required by Section 10(a) of
        the Securities Act or (z) reflects facts or events representing a
        material or fundamental change in the information set forth in the
        registration statement, the incorporation by reference of information
        required to be included in (y) and (z) above to be contained in periodic
        reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the
        registration statement;



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                (ii) furnish such number of prospectuses and other documents
        incident thereto as each of the Holders, as applicable, from time to
        time may reasonably request;

                (iii) notify each Holder of Registrable Securities covered by
        such registration at any time when a prospectus relating thereto is
        required to be delivered under the Securities Act of the happening of
        any event as a result of which the prospectus included in such
        registration statement, as then in effect, includes an untrue statement
        of a material fact or omits to state a material fact required to be
        stated therein or necessary to make the statements therein not
        misleading in the light of the circumstances then existing; and

                (iv) furnish, on the date that such Registrable Securities are
        delivered to the underwriters for sale, if such securities are being
        sold through underwriters or, if such securities are not being sold
        through underwriters, on the date that the registration statement with
        respect to such securities becomes effective, (1) an opinion, dated as
        of such date, of the counsel representing the Company for the purposes
        of such registration, in form and substance as is customarily given to
        underwriters in an underwritten public offering and reasonably
        satisfactory to a majority in interest of the Holders participating in
        such registration, addressed to the underwriters, if any, and to the
        Holders participating in such registration and (2) a letter, dated as of
        such date, from the independent certified public accountants of the
        Company, in form and substance as is customarily given by independent
        certified public accountants to underwriters in an underwritten public
        offering and reasonably satisfactory to a majority in interest of the
        Holders participating in such registration, addressed to the
        underwriters, if any, and if permitted by applicable accounting
        standards, to the Holders participating in such registration.

                (f) Indemnification.

                (i) The Company will indemnify each of the Holders, as
        applicable, each of its officers, directors and partners, and each
        person controlling each of the Holders, with respect to each
        registration which has been effected pursuant to this Section 2, and
        each underwriter, if any, and each person who controls any underwriter,
        against all claims, losses, damages and liabilities (or actions in
        respect thereof) arising out of or based on any untrue statement (or
        alleged untrue statement) of a material fact contained in any
        prospectus, offering circular or other document (including any related
        registration statement, notification or the like) incident to any such
        registration, qualification or compliance, or based on any omission (or



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        alleged omission) to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading, or
        any violation by the Company of the Securities Act or the Exchange Act
        or any rule or regulation thereunder applicable to the Company and
        relating to action or inaction required of the Company in connection
        with any such registration, qualification or compliance, and will
        reimburse each of the Holders, each of its officers, directors and
        partners, and each person controlling each of the Holders, each such
        underwriter and each person who controls any such underwriter, for any
        legal and any other expenses reasonably incurred in connection with
        investigating and defending any such claim, loss, damage, liability or
        action, provided that the Company will not be liable in any such case to
        the extent that any such claim, loss, damage, liability or expense
        arises out of or is based on any untrue statement or omission based upon
        written information furnished to the Company by the Holders or
        underwriter and stated to be specifically for use therein.

                (ii) Each of the Holders will, if Registrable Securities held by
        it are included in the securities as to which such registration,
        qualification or compliance is being effected, indemnify the Company,
        each of its directors and officers and each underwriter, if any, of the
        Company's securities covered by such a registration statement, each
        person who controls the Company or such underwriter, each Other
        Stockholder and each of their officers, directors, and partners, and
        each person controlling such Other Stockholder against all claims,
        losses, damages and liabilities (or actions in respect thereof) arising
        out of or based on any untrue statement (or alleged untrue statement) of
        a material fact contained in any such registration statement,
        prospectus, offering circular or other document made by such Holder, or
        any omission (or alleged omission) to state therein a material fact
        required to be stated therein or necessary to make the statements by
        such Holder therein not misleading, and will reimburse the Company and
        such Other Stockholders, directors, officers, partners, persons,
        underwriters or control persons for any legal or any other expenses
        reasonably incurred in connection with investigating or defending any
        such claim, loss, damage, liability or action, in each case to the
        extent, but only to the extent, that such untrue statement (or alleged
        untrue statement) or omission (or alleged omission) is made in such
        registration statement, prospectus, offering circular or other document
        in reliance upon and in conformity with written information furnished to
        the Company by such Holder and stated to be specifically for use
        therein; provided, however, that the obligations of each of the Holders
        hereunder shall be limited to an amount equal to the net proceeds to
        such Holder of securities sold as contemplated herein.



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                (iii) Each party entitled to indemnification under this Section
        2(f) (the "Indemnified Party") shall give notice to the party required
        to provide indemnification (the "Indemnifying Party") promptly after
        such Indemnified Party has actual knowledge of any claim as to which
        indemnity may be sought, and shall permit the Indemnifying Party to
        assume the defense of any such claim or any litigation resulting
        therefrom; provided that counsel for the Indemnifying Party, who shall
        conduct the defense of such claim or any litigation resulting therefrom,
        shall be approved by the Indemnified Party (whose approval shall not
        unreasonably be withheld) and the Indemnified Party may participate in
        such defense at such party's expense (unless the Indemnified Party shall
        have reasonably concluded that there may be a conflict of interest
        between the Indemnifying Party and the Indemnified Party in such action,
        in which case the fees and expenses of counsel shall be at the expense
        of the Indemnifying Party), and provided further that the failure of any
        Indemnified Party to give notice as provided herein shall not relieve
        the Indemnifying Party of its obligations under this Section 2 unless
        the Indemnifying Party is materially prejudiced thereby. No Indemnifying
        Party, in the defense of any such claim or litigation shall, except with
        the consent of each Indemnified Party, consent to entry of any judgment
        or enter into any settlement which does not include as an unconditional
        term thereof the giving by the claimant or plaintiff to such Indemnified
        Party of a release from all liability in respect to such claim or
        litigation. Each Indemnified Party shall furnish such information
        regarding itself or the claim in question as an Indemnifying Party may
        reasonably request in writing and as shall be reasonably required in
        connection with the defense of such claim and litigation resulting
        therefrom.

                (iv) If the indemnification provided for in this Section 2(f) is
        held by a court of competent jurisdiction to be unavailable to an
        Indemnified Party with respect to any loss, liability, claim, damage or
        expense referred to herein, then the Indemnifying Party, in lieu of
        indemnifying such Indemnified Party hereunder, shall contribute to the
        amount paid or payable by such Indemnified Party as a result of such
        loss, liability, claim, damage or expense in such proportion as is
        appropriate to reflect the relative fault of the Indemnifying Party on
        the one hand and of the Indemnified Party on the other in connection
        with the statements or omissions which resulted in such loss, liability,
        claim, damage or expense, as well as any other relevant equitable
        considerations. The relative fault of the Indemnifying Party and of the
        Indemnified Party shall be determined by reference to, among other
        things, whether the untrue (or alleged untrue) statement of a material
        fact or the omission (or alleged omission) to state a material fact
        relates to information supplied by the Indemnifying Party or by the
        Indemnified Party and the parties' relative intent,



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        knowledge, access to information and opportunity to correct or prevent
        such statement or omission.

                (v) Notwithstanding the foregoing, to the extent that the
        provisions on indemnification and contribution contained in the
        underwriting agreement entered into in connection with any underwritten
        public offering contemplated by this Agreement are in conflict with the
        foregoing provisions, the provisions in such underwriting agreement
        shall be controlling.

                (vi) The foregoing indemnity agreement of the Company and
        Holders is subject to the condition that, insofar as they relate to any
        loss, claim, liability or damage made in a preliminary prospectus but
        eliminated or remedied in the amended prospectus on file with the
        Commission at the time the registration statement in question becomes
        effective or the amended prospectus filed with the Commission pursuant
        to Commission Rule 424(b) (the "Final Prospectus"), such indemnity or
        contribution agreement shall not inure to the benefit of any underwriter
        or Holder if a copy of the Final Prospectus was furnished to the
        underwriter and was not furnished to the person asserting the loss,
        liability, claim or damage at or prior to the time such action is
        required by the Securities Act.

                (g) Information by the Holders.

                (i) Each of the Holders holding securities included in any
        registration shall furnish to the Company such information regarding
        such Holder and the distribution proposed by such Holder as the Company
        may reasonably request in writing and as shall be reasonably required in
        connection with any registration, qualification or compliance referred
        to in this Section 2.

                (ii) In the event that, either immediately prior to or
        subsequent to the effectiveness of any registration statement, any
        Holder shall distribute Registrable Securities to its partners, such
        Holder shall so advise the Company and provide such information as shall
        be necessary to permit an amendment to such registration statement to
        provide information with respect to such partners, as selling
        securityholders. Promptly following receipt of such information, the
        Company shall file an appropriate amendment to such registration
        statement reflecting the information so provided. Any incremental
        expense to the Company resulting from such amendment shall be borne by
        such Holder.

                (h) Rule 144 Reporting.



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                With a view to making available the benefits of certain rules
and regulations of the Commission which may permit the sale of restricted
securities to the public without registration, the Company agrees to:

                (i) make and keep public information available as those terms
        are understood and defined in Rule 144 under the Securities Act ("Rule
        144"), at all times from and after ninety (90) days following the
        effective date of the first registration under the Securities Act filed
        by the Company for an offering of its securities to the general public;

                (ii) use its best efforts to file with the Commission in a
        timely manner all reports and other documents required of the Company
        under the Securities Act and the Exchange Act at any time after it has
        become subject to such reporting requirements; and

                (iii) so long as the Holder owns any Registrable Securities,
        furnish to the Holder upon request, a written statement by the Company
        as to its compliance with the reporting requirements of Rule 144 (at any
        time from and after ninety (90) days following the effective date of the
        first registration statement filed by the Company for an offering of its
        securities to the general public), and of the Securities Act and the
        Exchange Act (at any time after it has become subject to such reporting
        requirements), a copy of the most recent annual or quarterly report of
        the Company, and such other reports and documents so filed as the Holder
        may reasonably request in availing itself of any rule or regulation of
        the Commission allowing the Holder to sell any such securities without
        registration.

                (i) "Market Stand-off" Agreement. Each of the Holders agrees, if
requested by the Company and an underwriter of equity securities of the Company,
not to sell or otherwise transfer or dispose of any Registrable Securities held
by such Holder during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act, provided
that:

                (i) such agreement only applies to the Initial Public Offering;
        and

                (ii) all officers and directors of the Company enter into
        similar agreements.

        If requested by the underwriters, the Holders shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the foregoing
restriction until the end of said 180-day period. The provisions of this Section
2(i) shall



                                       13
<PAGE>   14

        be binding upon any transferee who acquires Registrable Securities.

                (j) Termination. The registration rights set forth in this
Section 2 shall not be available to any Holder if, in the opinion of counsel to
the Company, all of the Registrable Securities then owned by such Holder could
be sold in any 90-day period pursuant to Rule 144 (without giving effect to the
provisions of Rule 144(k)).

        3.      MISCELLANEOUS

                (a) Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.

                (b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.

                (c) Section Headings. The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.

                (d) Notices.

                (i) All communications under this Agreement shall be in writing
        and shall be delivered by hand or facsimile or mailed by overnight
        courier or by registered or certified mail, postage prepaid:

                        (A) if to the Company, to 226 Airport Parkway, Suite
                200, San Jose, CA 95110, Attention: President Ivar S. Chhina
                (facsimile: (408) 451-9649), or at such other address as it may
                have furnished in writing to the Holders;

                        (B) if to the Holders, at the address or facsimile
                number listed on Schedule I hereto, or at such other address or
                facsimile number as may have been furnished the Company in
                writing.

                (iii) Any notice so addressed shall be deemed to be given: if
        delivered by hand or facsimile, on the date of such delivery; if mailed
        by courier, on the first business day following the date of such
        mailing; and if mailed by registered or certified mail, on the third
        business day after the date of such mailing.



                                       14
<PAGE>   15

                (e) Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, any consents, waivers and
modifications which may hereafter be executed may be reproduced by the Holders
by any photographic, photostatic, microfilm, microcard, miniature photographic
or other similar process and the Holders may destroy any original document so
reproduced. The parties hereto agree and stipulate that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by the Holders in the regular course
of business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.

                (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.

                (g) Entire Agreement; Amendment and Waiver. This Agreement
constitutes the entire understanding of the parties hereto and supersedes all
prior understanding among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company and the Holders holding a majority of the then
outstanding Registrable Securities.

                (h) Severability. In the event that any part or parts of this
Agreement shall be held illegal or unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not affect the
remaining provisions of this Agreement which shall remain in full force and
effect.

                (i) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.



                                       15
<PAGE>   16

                IN WITNESS WHEREOF, the undersigned have executed this
Registration Rights Agreement as of the date first set forth above.


                                        CHARTONE, INC.


                                        By:  /s/ Ivar Chhina
                                           -------------------------------------
                                        Name: Ivar Chhina
                                        Title: President and
                                                 Chief Operating Officer



                                        QUADRAMED OPERATING CORPORATION


                                        By:     /s/ John V. Cracchiolo
                                           -------------------------------------
                                        Name: John v. Cracchiolo
                                        Title: Treasurer



                                        WARBURG, PINCUS EQUITY PARTNERS, L.P.

                                        By:  Warburg, Pincus & Co.,
                                             General Partner


                                        By:     /s/ Joel Ackerman
                                           -------------------------------------
                                         Name:
                                         Title:


                                        WARBURG, PINCUS NETHERLANDS EQUITY
                                   PARTNERS I, C.V.

                                        By:  Warburg, Pincus & Co.,
                                             General Partner


                                        By:     /s/ Joel Ackerman
                                           -------------------------------------
                                        Name:
                                        Title:


                                        WARBURG, PINCUS NETHERLANDS EQUITY
                                   PARTNERS II, C.V.

                                        By:  Warburg, Pincus & Co.,
                                             General Partner



                                       16
<PAGE>   17

                                        By:     /s/ Joel Ackerman
                                           -------------------------------------
                                        Name:
                                        Title:


                                        WARBURG, PINCUS NETHERLANDS EQUITY
                                   PARTNERS III, C.V.

                                        By:  Warburg, Pincus & Co.,
                                             General Partner


                                        By:     /s/ Joel Ackerman
                                           -------------------------------------
                                        Name:
                                        Title:


                                        PRUDENTIAL SECURITIES GROUP, INC.


                                        By:     /s/ William J. Horan
                                           -------------------------------------
                                           Name: William J. Horan
                                           Title: Vice President and CFO



                                        /s/ James D. Durham
                                        ----------------------------------------
                                        James D. Durham


                                        /s/ Sandra J. Durham
                                        ----------------------------------------
                                        Sandra J. Durham



                                       17
<PAGE>   18

                                   SCHEDULE I


Name and Address
of Investor:

Warburg, Pincus Equity Partners, L.P.
466 Lexington Avenue
New York, NY  10017
Attention: Joel Ackerman
Facsimile: (212) 878-9351

Warburg, Pincus Netherlands
        Equity Partners I, C.V.
466 Lexington Avenue
New York, NY  10017
Attention: Joel Ackerman
Facsimile: (212) 878-9351

Warburg, Pincus Netherlands
        Equity Partners II, C.V.
466 Lexington Avenue
New York, NY  10017
Attention: Joel Ackerman
Facsimile: (212) 878-9351

Warburg, Pincus Netherlands
        Equity Partners III, C.V.
466 Lexington Avenue
New York, NY  10017
Attention: Joel Ackerman
Facsimile: (212) 878-9351

Prudential Securities Group, Inc.
One Seaport Plaza
199 Water Street
New York, NY 10292
Attention: William J. Horan
Facsimile:  (212) 214-7933



<PAGE>   19

                                   SCHEDULE II


James D. Durham
c/o Quadramed Corporation
22 Pelican Way
San Rafael, CA 94901

James D. Durham and Sandra J. Durham
c/o Quadramed Corporation
22 Pelican Way
San Rafael, CA 94901



                                       19