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EXHIBIT 4.5


REGISTRATION RIGHTS AGREEMENT



     This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered
into as of April 17, 2003, by QuadraMed Corporation, a Delaware corporation
(the “Company”), the investors whose signatures appear on the execution pages
of this Agreement (collectively, the “Investors”), and Philadelphia Brokerage
Corporation (“PBC”) a Pennsylvania corporation.


     A.     On the date hereof, pursuant to a Securities Purchase Agreement (the
“Purchase Agreement”), by and among the Company and the Investors: (i) the
Investors have acquired units consisting in the aggregate of $71,000,000 in
principal amount of the Company’s Senior Secured Notes due 2008 (the “Notes”)
and 11,303,842 warrants, detachable upon issuance of the Notes and bearing an
exercise price of $0.01 each, to purchase an equal number of shares of the
Company’s common stock, par value $0.01 per share (the “Warrants,” and the
shares of the Company’s common stock issuable upon the exercise thereof, the
“Warrant Shares”), with each Investor acquiring the number of Notes and
Warrants set forth opposite such Investor’s name on the Schedule attached to
the Purchase Agreement; (ii) the Company may issue to the Investors an
additional 2,047,978 Warrants to purchase a like number of Warrant Shares under
certain circumstances described in the Purchase Agreement; and (iii) the
Company has issued to PBC, as compensation for its services, 282,596 Warrants.


     B.     Pursuant to the terms of the Purchase Agreement, the Company has agreed
to provide to the holders of the Notes and Warrants registration rights with
respect to the Registrable Securities (as defined below) as set forth in this
Agreement.


     The Parties hereby agree as follows:


     1.     Definitions.


     For purposes of this Agreement:


          (a)     “Affiliate” of a Person means any Person that directly or indirectly
through one or more intermediaries controls or is controlled by, or is under
common control with, such other Person. For purposes of this definition, the
term “control” (including the terms “controlling,” “controlled by” and “under
common control with”) means the possession, direct or indirect, of the power to
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.



          (b)     “Holder” means a Person that (i) is a party to this Agreement (or a
permitted transferee under Section 12 hereof) and (ii) owns Registrable
Securities; provided, however, that for purposes of this Agreement, Holders of
Registrable Securities will not be required to convert their Warrant Shares
into Common Stock in order to exercise the registration rights granted
hereunder, until immediately before the closing of the offering to which the
registration relates.



          (c)     “NASD” means the National Association of Securities Dealers, Inc.



 






 





          (d)     “Participating Holders” means Holders participating, or electing to
participate, in an offering of Registrable Securities.



          (e)     “Person” means any individual, firm, corporation, company,
partnership, trust, incorporated or unincorporated association, limited
liability company, joint venture, joint stock company, government (or an agency
or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of any such entity.



          (f)     “Registrable Securities” means (i) the Notes and (ii) the Warrant
Shares (including those Warrant Shares which are received upon the exercise of
the additional Warrants that may be issued pursuant to the Purchase Agreement,
as described in Recital A (ii) above) and any other securities issued in
exchange for the foregoing securities, each upon original issuance thereof and
at all times subsequent thereto. For the purposes of this Agreement, any
Registrable Security will cease to be a Registrable Security when (i) a
registration statement covering such Registrable Securities has been declared
effective for the period that such Registration Statement remains effective,
(ii) they are distributed to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act of 1933, as amended (the
“Securities Act”); or (iii) counsel for the Company and counsel for the holder
of such Registrable Security agree, which agreement shall not be unreasonably
withheld, that the resale of such Registrable Security is exempt from
registration under the Securities Act or may be resold to the public pursuant
to Rule 144 without being subject to holding periods or volume limitations that
would restrict the sale of all the Registrable Securities held by the holder
thereof.



          (g)     “Registration Expenses” mean all expenses (other than underwriting
discounts and commissions) arising from or incident to the performance of, or
compliance with, this Article 2, including, without limitation, (i) SEC, stock
exchange, NASD and other registration and filing fees, (ii) all reasonable and
documented fees and expenses incurred by the Company in connection with
complying with any securities or blue sky laws (including, without limitation,
fees, charges and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger
and delivery expenses, (iv) the fees, charges and disbursements of counsel to
the Company and of its independent public accountants and any other accounting
and legal fees, charges and expenses incurred by the Company (including,
without limitation, any expenses arising from any special audits or “comfort
letters” required in connection with or incident to any registration), (v) the
fees, charges and disbursements of any special experts retained by the Company
in connection with any registration pursuant to the terms of this Agreement,
(vi) all internal expenses of the Company (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), (vii) the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange or Nasdaq and
(viii) Securities Act liability insurance (if the Company elects to obtain such
insurance), regardless of whether any Registration Statement filed in
connection with such registration is declared effective.



          (h)     “Registration Statement” shall mean any Registration Statement of the
Company filed with the SEC on the appropriate form pursuant to the Securities
Act that covers any of the Registrable Securities pursuant to the provisions of
this Agreement and all
amendments and supplements to any such Registration Statement, including
post-effective amend-



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ments, in each case including the prospectus contained
therein, all exhibits thereto and all materials incorporated by reference
therein.


          (i)     “SEC” or “Commission” means the United States Securities and Exchange
Commission.



          (j)     “Selling Expenses” shall mean the underwriting fees, discounts,
selling commissions, “roadshow” expenses and stock transfer taxes applicable to
all Registrable Securities registered by the Participating Holders.



     2.     Demand Registration


          (a)     Request by Holders. From and after the date that is thirty (30) days
following the date on which the Company is current with respect to the filings
with the Commission required to be made by it pursuant to the Exchange Act of
1934, as amended (the “Exchange Act”), if the Company receives a written
request from Holders that hold at least ten percent (10%) of the Notes or
Warrant Shares, as applicable, originally issued (the “Requesting Holders”)
that the Company register Registrable Securities held by Requesting Holders (a
“Demand Request”), then the Company shall, within ten (10) days after receipt
of such Demand Request, give written notice of such request (“Request Notice”)
to all Holders. Each Demand Request shall (x) specify the type and number of
Registrable Securities that the Requesting Holders intend to sell or dispose
of, (y) state the intended method or methods of sale or disposition of such
Registrable Securities and (z) specify the expected price range (net of
underwriting discounts and commissions) acceptable to the Requesting Holders to
be received for such Registrable Securities. Following receipt of a Demand
Request, the Company shall:



               (i)     cause to be filed, as soon as practicable, but within ninety (90) days
of the date of delivery to the Company of the Demand Request, a Registration
Statement covering such Registrable Securities that the Company has been so
requested to register by the Requesting Holders and other Holders who request
to the Company that their Registrable Securities be registered within fifteen
(15) days of the mailing of the Request Notice, providing for the registration
under the Securities Act of such Registrable Securities to the extent necessary
to permit the disposition of such Registrable Securities in accordance with the
intended method of distribution specified in such Demand Request; and



               (ii)     use its commercially reasonable efforts to have such Registration
Statement declared effective by the SEC as soon as practicable thereafter.



          (b)     Effective Registration Statement. A registration requested pursuant
to this Article 2 shall not be deemed to have been effected (i) unless a
Registration Statement with respect thereto has become effective (unless a
substantial cause of the failure of such Registration Statement to become
effective shall be attributable to one or more Participating Holders) and
remained effective in compliance with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
Registration Statement until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
the Holders thereof set forth in such Registration Statement;
provided, however, that such period shall not exceed forty-five (45) days;
(ii) if, after it has become effective, such



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registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or other
governmental agency or court for any reason not attributable to the
Participating Holders and has not thereafter become effective.


          (c)     Selection of Underwriters. In the event that the Company is required
to file a Registration Statement covering any Registrable Securities of any
Requesting Holders pursuant to Section 2(a) hereof and the proposed public
offering is to be an underwritten public offering, the managing underwriter
shall be one or more reputable nationally recognized investment banks selected
by a majority in interest of the Requesting Holders and reasonably acceptable
to the Company, which consent shall not be unreasonably withheld, delayed or
conditioned.



          (d)     Priority for Demand Registration. Notwithstanding any other provision
of this Article 2, if the managing underwriter of an underwritten public
offering determines and advises the Participating Holders and the Company in
writing that the inclusion of all securities proposed to be included by the
Company and any other Holders in the underwritten public offering would
adversely interfere with the successful marketing of the Requesting Holders’
Registrable Securities, then the Company and other Holders shall not be
permitted to include any securities in excess of the amount, if any, of
securities that the managing underwriter of such underwritten public offering
shall reasonably and in good faith agree in writing to include in such public
offering in addition to the amount of Registrable Securities to be registered
for the Requesting Holders. The Company will be obligated to include in such
Registration Statement, as to each Participating Holder, only a portion of the
Registrable Securities such Participating Holder has requested be registered
equal to the ratio that such Participating Holder’s requested Registrable
Securities bears to the total number of Registrable Securities requested to be
included in such Registration Statement by all Participating Holders. It is
acknowledged by the parties hereto that pursuant to the foregoing provision,
the securities to be included in a registration requested by the Requesting
Holders pursuant to Section 2 shall be allocated: (i) first, to the
Participating Holders; and (ii) second, to the Company.



          (e)     Limitations on Demand Registrations.



               (i)     The Company may delay making a filing of a Registration Statement or
taking action in connection therewith by not more than one hundred and twenty
(120) days if the Company provides a written certificate signed by the
President and Chief Executive Officer of the Company to the Holders, prior to
the time it would otherwise have been required to file such Registration
Statement or take such action pursuant to this Section 2, stating that the
Board has determined in good faith that the filing of such Registration
Statement would be seriously detrimental to the Company or would otherwise
materially adversely affect a financing, acquisition, disposition, merger or
other material transaction (collectively, a “Valid Business Reason”) and that
it is therefore essential to defer the filing of the Registration Statement;
provided, however, that such right to delay a Demand Request shall be exercised
by the Company not more than twice in any twelve (12) month period and the
Company shall only have the right to delay a Demand Request so long as such
Valid Business Reason exists, and during such time, the Company may not file a
Registration Statement for securities to be issued and sold for its own account
or for that of anyone other than the Holders.



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               (ii)     The Company shall only be obligated to effect five (5) Demand
Requests pursuant to this Section 2 and the Holders agree not to make a Demand
Request until six (6) months after the effective date of a Registration
Statement relating to a Demand Request.



               (iii)     The Company shall not be required to comply with a Demand Request
unless the reasonably anticipated aggregate gross proceeds to be raised (before
any underwriting discounts and commissions) would be equal to or exceed 10% of
the aggregate principal amount of Notes originally issued or 10% of the
aggregate number of Warrants originally issued.



     3.          Piggyback Registrations


          (a)     Right to Include Registrable Securities. Each time that the Company
proposes for any reason to register any of its Common Stock under the
Securities Act, either for its own account or for the account of a stockholder
or stockholders exercising demand registration rights other than Demand
Requests pursuant to Section 2 hereof or pursuant to a Registration Statement
on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed
Registration”), the Company shall promptly give written notice of such Proposed
Registration to all of the Holders of Warrant Shares (which notice shall be
given not less than thirty (30) days prior to the expected effective date of
the Company’s Registration Statement) and shall offer such Holders the right to
request inclusion of any of such Holder’s Warrant Shares in the Proposed
Registration. No registration pursuant to this Section 3 shall relieve the
Company of its obligation to register Registrable Securities pursuant to a
Demand Request, as contemplated by Section 2 hereof. The rights to piggyback
registration may be exercised an unlimited number of occasions.



          (b)     Piggyback Procedure. Each Holder of Registrable Securities shall have
ten (10) days from the date of receipt of the Company’s notice referred to in
Section 3(a) above to deliver to the Company a written request specifying the
number of Warrant Shares such Holder intends to sell and such Holder’s intended
method of disposition. Any Holder shall have the right to withdraw such
Holder’s request for inclusion of such holder’s Warrant Shares in any
Registration Statement pursuant to this Section 3 by giving written notice to
the Company of such withdrawal; provided, however, that the Company may ignore
a notice of withdrawal made within twenty-four (24) hours of the time the
Registration Statement is to become effective. Subject to Section 3(d) below,
the Company shall use commercially reasonable efforts to include in such
Registration Statement all such Warrant Shares so requested to be included
therein; provided, however, that the Company may at any time withdraw or cease
proceeding with any such Proposed Registration if it shall at the same time
withdraw or cease proceeding with the registration of all other shares of
Common Stock originally proposed to be registered. In the event that the
Proposed Registration by the Company is, in whole or in part, an underwritten
public offering of securities of the Company, any request under this Section
3(b) shall specify that the Warrant Shares be included in the underwriting on
the same terms and conditions as the shares, if any, otherwise being sold
through underwriters under such registration.



          (c)     Selection of Underwriters. The managing underwriter for any Proposed
Registration that involves an underwritten public offering shall be one or more
reputable nationally recognized investment banks selected by the Company.



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          (d)     Priority for Piggyback Registration.
Notwithstanding any other
provision of this Section 3, if the managing underwriter of an underwritten
public offering determines and advises the Company and the Holders in writing
that the inclusion of all Warrant Shares proposed to be included by the Holders
of Warrant Shares in the underwritten public offering would adversely interfere
with the successful marketing of the Company’s securities, then the Holders of
Warrant Shares shall not be permitted to include any Warrant Shares in excess
of the amount, if any, of Warrant Shares that the managing underwriter of such
underwritten public offering shall reasonably and in good faith agree in
writing to include in such public offering in addition to the amount of
securities to be registered for the Company. Subject to the immediately
preceding sentence, the Company will be obligated to include in such
Registration Statement, as to each Participating Holder, only a portion of the
Warrant Shares such Participating Holder has requested be registered equal to
the ratio that such Participating Holder’s requested Warrant Shares bears to
the total number of Warrant Shares requested to be included in such
Registration Statement by all Participating Holders who have requested that
their Warrant Shares be included in such Registration Statement. It is
acknowledged by the parties hereto that pursuant to the foregoing provision,
the securities to be included in a registration initiated by the Company shall
be allocated:



               (i)     first, to the Company;



               (ii)    second, pari passu to the Participating Holders; and



               (iii)   third, to any others requesting registration of securities of the
Company.



          (e)     Underwritten Offering. In the event that the Proposed Registration by
the Company is, in whole or in part, an underwritten public offering of
securities of the Company, any request under this Section 3 shall specify that
the Warrant Shares shall be included in the underwriting on the same terms and
conditions as the shares, if any, otherwise being sold through underwriters
under such registration.



     4.     Form S-3 Shelf Registration


          (a)     Effective Registration. As soon as practicable after the date on
which the Company is eligible to register securities on Form S-3 (or any
successor form) under the Securities Act, the Company shall use commercially
reasonable efforts to deliver for filing a “shelf” registration statement
pursuant to Rule 415 under the Securities Act and/or any similar rule that may
be adopted by the Commission with respect to all of the outstanding Registrable
Securities (the “Shelf Registration”).



     This Agreement shall constitute the consent of each holder of Registrable
Securities to the inclusion of such securities in the Shelf Registration upon
its effectiveness (each such consenting holder of Registrable Securities, an
“S-3 Holder”), except with respect to any Registrable Securities the holder of
which notifies the Company in writing no later than the Effective Time that it
does not wish its Registrable Securities to be included in the Shelf
Registration. The Holders shall not have demand or piggyback registration
rights during the period in which the Shelf Registration is effective or during
any period the Company has a
Registration Statement on


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Form S-1 (or any successor form) under the
Securities Act declared effective and during the time such Registration
Statement remains effective.


     The Company agrees to use its efforts to have the Shelf Registration
declared effective as soon as reasonably practicable after such filing and to
keep the Shelf Registration continuously effective for a period expiring on the
date of termination of this Agreement; provided, however, that the
effectiveness of the Shelf Registration may be terminated earlier to the extent
that none of the Registrable Securities registered therein are outstanding (but
not prior to the expiration of the 90-day period referred to in Section 4(3) of
the Securities Act or Rule 174 thereunder, if applicable) or are then
Registrable Securities.


     The Company further agrees, if necessary, to supplement or amend the Shelf
Registration, as required by the registration form utilized by the Company or
by the instructions applicable to such registration form or by the Securities
Act or the rules and regulations thereunder or as reasonably requested (which
request shall result in the filing of a supplement or amendment subject to
approval thereof by the Company, which approval shall not be unreasonably
withheld) by any seller or any managing underwriter of Registrable Securities
to which the Shelf Registration relates, including without limitation, such
supplements and amendments necessary to permit underwritten sales under the
Shelf Registration, and the Company agrees to furnish to the holders of
Registrable Securities (and any managing underwriter) copies, in substantially
the form proposed to be used and/or filed, of any such supplement or amendment
prior to its being used and/or filed with the Commission. The Company shall
amend or supplement the Shelf Registration no less frequently than every thirty
(30) days to update the list of selling holders of Registrable Securities
pursuant to written requests by such holders. The Shelf Registration may
include securities other than Registrable Securities.


          (b)     Selection of Underwriters and Counsel. If any offering pursuant to
the Shelf Registration involves an underwritten offering, any holder or holders
of an aggregate of at least fifty percent (50%) of (i) the principal amount of
Notes outstanding or (ii) the aggregate number of Warrant Shares then
outstanding shall have the right to select the investment banker or bankers and
manager or managers to administer the offering and one counsel to the sellers
of Registrable Securities in such offering, which investment bankers and
managers shall be reasonably satisfactory to the Company. The holders of the
Registrable Securities to be registered shall pay all underwriting discounts
and commissions or placement or other fees or expenses of such investment
banker or bankers, manager or managers and counsel.



     5.          Blackout Periods.


          (a)     Following a Demand Request or the filing of the Shelf Registration,
upon written notice from the Company to the Participating Holders or S-3
Holders, as the case may be, that the Company determines in the good faith
judgment of the Board of Directors of the Company, based on the advice of
counsel, that the filing of any Registration Statement or the sale of
Registrable Securities pursuant to the Registration Statement would require
disclosure of material non-public information, the disclosure of which would
have a material adverse effect on the Company, the Company may, (x) if the
Registration Statement has not yet been filed, delay such filing, (y) if the
Registration Statement has been filed but has not yet become effective,
cease taking steps to cause the Registration Statement to become
effective, and (z) if the Registration



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Statement has already become effective,
suspend the Participating Holders’ or S-3 Holders’ sale of Registrable
Securities pursuant to such Registration Statement until the earlier of:


               (i)     the date upon which such material information is disclosed to the
public or ceases to be material; and



               (ii)     such time as the Company notifies the selling Holders that the
Company will no longer delay such filing of the Registration Statement,
recommence taking steps to make such Registration Statement effective or allow
sales pursuant to such Registration Statement to resume.




(The period during which the Company delays the filing of the Registration
Statement, ceases taking steps to cause the Registration Statement to become
effective or suspends sales of Registrable Securities is hereinafter called a
“Blackout Period”.)


          (b)     Any delivery by the Company of notice of a Blackout Period prior to
the end of the sixty (60) day period immediately following effectiveness of any
Registration Statement effected pursuant to Section 2 hereof shall give a
majority of Participating Holders the right, by written notice to the Company
within five (5) days after the commencement of such Blackout Period, to cancel
such registration and such registration shall not count toward the Demand
Registration limit in Section 2(e). The Company shall use its reasonable
efforts to provide such notice a reasonable number of days prior to the
commencement of such a Blackout Period; provided, however, that in any event
the Company shall provide such notice no later than the commencement of such
Blackout Period.



          (c)     Notwithstanding contrary provisions in this Section 5, the Company
shall limit its use of Blackout Periods, in their aggregate, to one hundred
twenty (120) days in any twelve (12) month period.



          (d)     The Company shall not be required to keep the Shelf Registration
effective, or may without suspending such effectiveness, instruct the holders
of Registrable Securities included in the Shelf Registration not to sell such
securities, during any period during which the Company is instructed, directed,
ordered or otherwise requested by any governmental agency or self-regulatory
organization to stop or suspend such trading or sales (a “Supplemental Blackout
Period”).



     6.     Holdback Agreements.


          (a)     Restrictions on Public Sale by Holders. If requested by the lead
managing underwriter, each Holder of Registrable Securities agrees not to
effect any public sale or distribution of any Registrable Securities being
registered, including a sale pursuant to Rule 144 under the Securities Act,
during a period of not more than ninety (90) days after any other firm
underwriting public offering of securities of the Company, commencing on the
effective date of the Registration Statement (the “Lock-Up Period”), unless
expressly authorized to do so by the lead managing underwriter. Any such
lock-up agreements signed by the Holders shall contain reasonable and customary
exceptions, including, without limitation, the right of a Holder to make
transfers to certain Affiliates and transfers related to securities of the
Company owned by Holders as a result of open market purchases. The Company may
impose stop-transfer instructions



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with respect to securities of the Company
subject to the foregoing restrictions until the end of the relevant period.


          (b)     Restrictions on Public Sale by the Company. The Company agrees not to
effect any public sale or distribution of any common stock of the Company for
its own account (except pursuant to registrations on Form S-4 or S-8 or any
similar or successor form) during the Lock-Up Period, to the extent reasonably
requested by the managing underwriter (except for securities being sold by the
Company for its own account under such Registration Statement); provided,
however, that the foregoing restriction shall not apply for more than one
Lock-Up Period during any twelve month period.



     7.          Registration Procedures


          (a)     Obligations of the Company. Whenever registration of Registrable
Securities is required pursuant to this Agreement, the Company shall use
commercially reasonable efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method of distribution
thereof as promptly as possible, and in connection with any such request, the
Company shall, as expeditiously as possible:



               (i)     Preparation of Registration Statement; Effectiveness. Prepare and
file with the SEC (in any event not later than ninety (90) days after receipt
of a Demand Request to file a Registration Statement with respect to
Registrable Securities, or such longer period as the Company shall in good
faith require to produce the financial statements required in connection with
such registration), a Registration Statement on any form on which the Company
then qualifies, which counsel for the Company shall deem appropriate and
pursuant to which such offering may be made in accordance with the intended
method of distribution thereof (except that the Registration Statement shall
contain such information as may reasonably be requested for marketing or other
purposes by the managing underwriter), and use commercially reasonable efforts
to cause any registration required hereunder to become effective as soon as
practicable after the initial filing thereof and remain effective for a period
of not less than sixty (60) days (or such shorter period in which all
Registrable Securities have been sold in accordance with the methods of
distribution set forth in the Registration Statement); provided, however, that,
in the case of any registration of Registrable Securities on Form S-3 that is
intended to be offered on a continuous or delayed basis, such sixty (60) day
period shall be extended, if necessary, to keep the Registration Statement
effective until all such Registrable Securities are sold, provided, however,
that Rule 415, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis;



               (ii)     Participation in Preparation. Provide any Participating Holder, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney, accountant or other agent retained by any
Participating Holder or underwriter (each, an “Inspector” and, collectively,
the “Inspectors”), the opportunity to participate (including, but not limited
to, reviewing, commenting on and attending all meetings) in the preparation of
such Registration Statement, each prospectus included therein or filed with the
SEC and each amendment or supplement thereto;



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               (iii)     Due Diligence. For a reasonable period prior to the filing of any
Registration Statement pursuant to this Agreement, make available for
inspection and copying by the Inspectors such financial and other information
and books and records, pertinent corporate documents and properties of the
Company and its subsidiaries and cause the officers, directors, employees,
counsel and independent certified public accountants of the Company and its
subsidiaries to respond to such inquiries and to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement, as shall be reasonably necessary, in the judgment of the respective
counsel referred to in Section 6(a)(ii), to conduct a reasonable investigation
within the meaning of the Securities Act; provided, however, that if requested
by the Company, each Inspector shall enter into a confidentiality agreement
with the Company prior to participating in the preparation of the Registration
Statement or the Company’s release or disclosure of confidential information to
such Inspector;



               (iv)     General Notifications. Promptly notify in writing the Participating
Holders, the sales or placement agent, if any, therefor and the managing
underwriter of the securities being sold, (A) when such Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to any such
Registration Statement or any post-effective amendment, when the same has
become effective, (B) when the SEC notifies the Company whether there will be a
“review” of such Registration Statement and (C) of any comments (oral or
written) by the SEC and by the blue sky or securities commissioner or regulator
of any state with respect thereto or (D) of any request by the SEC for any
amendments or supplements to such Registration Statement or the prospectus or
for additional information;



               (v)     10b-5 Notification. Promptly notify in writing the Participating
Holders, the sales or placement agent, if any, therefor and the managing
underwriter of the securities being sold pursuant to any Registration Statement
at any time when a prospectus relating thereto is required to be delivered
under the Securities Act upon discovery that, or upon the happening of any
event as a result of which, any prospectus included in such Registration
Statement (or amendment or supplement thereto) contains an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances under which they were made, and the Company shall as soon as
possible prepare a supplement or amendment to such prospectus and file it with
the SEC so that after delivery of such prospectus, as so amended or
supplemented, to the purchasers of such Registrable Securities, such
prospectus, as so amended or supplemented, shall not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made;



               (vi)     Notification of Stop Orders; Suspensions of Qualifications and
Exemptions. Promptly notify in writing the Participating Holders, the sales or
placement agent, if any, therefor and the managing underwriter of the
securities being sold of the issuance by the SEC of (A) any stop order issued
or threatened to be issued by the SEC or (B) any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and the Company agrees to use
commercially reasonable efforts to (x) prevent the issuance of any such stop
order, and in the event of such issuance, to obtain the
with-



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drawal of any such stop order and (y) obtain the withdrawal of any
order suspending or preventing the use of any related prospectus or suspending
the qualification of any Registrable Securities included in such Registration
Statement for sale in any jurisdiction at the earliest practicable date;


               (vii)     Amendments and Supplements; Acceleration. Prepare and file with the
SEC such amendments, including post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable time period required hereunder and if applicable,
file any Registration Statements pursuant to Rule 462(b) under the Securities
Act; cause the related prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all securities covered by such Registration
Statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as
so amended or in such prospectus as so supplemented. If a majority in interest
of the Participating Holders so request, to request acceleration of
effectiveness of the Registration Statement from the SEC and any post-effective
amendments thereto, if any are filed; provided, however, that at the time of
such request, the Company does not in good faith believe that it is necessary
to amend further the Registration Statement in order to comply with the
provisions of this subparagraph. If the Company wishes to further amend the
Registration Statement prior to requesting acceleration, it shall so amend as
soon as possible prior to requesting acceleration;



               (viii)     Copies. Furnish as promptly as practicable to each Participating
Holder and Inspector prior to filing a Registration Statement or any supplement
or amendment thereto, copies of such Registration Statement, supplement or
amendment as it is proposed to be filed, and after such filing such number of
copies of such Registration Statement, each amendment and supplement thereto
(in each case including all exhibits thereto), the prospectus included in such
Registration Statement (including each preliminary prospectus) and such other
documents as each such Participating Holder or underwriter may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Participating Holder;



               (ix)     Blue Sky. Use commercially reasonable efforts to, prior to any
public offering of the Registrable Securities, register or qualify (or seek an
exemption from registration or qualifications) such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as any
Participating Holder or underwriter may request, and to continue such
qualification in effect in each such jurisdiction for as long as is permissible
pursuant to the laws of such jurisdiction, or for as long as a Participating
Holder or underwriter requests or until all of such Registrable Securities are
sold, whichever is shortest, and do any and all other acts and things that may
be reasonably necessary or advisable to enable any Participating Holder to
consummate the disposition in such jurisdictions of the Registrable Securities;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent of process in any such states or jurisdictions or subject
itself to material taxation in any such state or jurisdiction, but for this
subparagraph;



               (x)     Other Approvals. Use commercially reasonable efforts to obtain all
other approvals, consents, exemptions or authorizations from such governmental
agencies or



11






 





authorities as may be necessary to enable the Participating Holders
and underwriters to consummate the disposition of Registrable Securities;


               (xi)     Agreements. Enter into customary agreements (including any
underwriting agreements in customary form), and take such other actions as may
be reasonably required in order to expedite or facilitate the disposition of
Registrable Securities;



               (xii)     “Cold Comfort” Letter. Obtain a “cold comfort” letter from the
Company’s independent public accountants in customary form and covering such
matters of the type customarily covered by “cold comfort” letters as the
managing underwriter may reasonably request, and reasonably satisfactory to a
majority in interest of the Participating Holders;



               (xiii)     Legal Opinion. Furnish, at the request of any underwriter of
Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration, an opinion, dated such
date, of counsel representing the Company for the purposes of such
registration, addressed to the Holders, and the placement agent or sales agent,
if any, thereof and the underwriters, if any, thereof, covering such legal
matters with respect to the registration in respect of which such opinion is
being given as such underwriter may reasonably request and as are customarily
included in such opinions;



               (xiv)     SEC Compliance. Use commercially reasonable efforts to comply with
all applicable rules and regulations of the SEC;



               (xv)     Certificates, Closing. Provide officer’s certificates and other
customary closing documents;



               (xvi)     NASD. Cooperate with each Participating Holder and each underwriter
participating in the disposition of such Registrable Securities and
underwriters’ counsel in connection with any filings required to be made with
the NASD;



               (xvii)     Road Show. Cause appropriate officers as are requested by an


managing underwriter to participate in a “road show” or similar marketing
effort being conducted by such underwriter with respect to an underwritten
public offering; provided, however, that such officers shall not be required to
participate in such road show or similar marketing effort with respect to more
than one (1) public offering per year; and



               (xviii)     Transfer Agent, Registrar and CUSIP. Provide a transfer agent and
registrar for all Registrable Securities registered pursuant hereto and a CUSIP
number for all such Registrable Securities, in each case, no later than the
effective date of such registration.



          (b)     Seller Information. The Company may require each Participating Holder
as to which any registration of such Holder’s Registrable Securities is being
effected to furnish to the Company with such information regarding such
Participating Holder and such Participating Holder’s method of distribution of
such Registrable Securities as the Company may from time to time reasonably
request in writing. If a Participating Holder refuses to provide the Company
with any of such information on the grounds that it is not necessary to include
such information
in the Registration Statement, the Company may exclude such Participating
Holder’s Registrable Securities from the Registration Statement if the Company
provides such Participating Holder



12






 





with an opinion of counsel to the effect
that such information must be included in the Registration Statement and such
Participating Holder continues thereafter to withhold such information. The
exclusion of a Participating Holder’s Registrable Securities shall not affect
the registration of the other Registrable Securities to be included in the
Registration Statement.


          (c)     Notice to Discontinue. Each Participating Holder whose Registrable
Securities are covered by a Registration Statement filed pursuant to this
Agreement agrees that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section 6(a)(v), such
Participating Holder shall forthwith discontinue the disposition of Registrable
Securities until such Participating Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 6(a)(v) or until it
is advised in writing by the Company that the use of the prospectus may be
resumed and has received copies of any additional or supplemental filings that
are incorporated by reference into the prospectus, and, if so directed by the
Company in the case of an event described in Section 6(a)(v), such
Participating Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies then in such Participating
Holder’s possession, of the prospectus covering such Registrable Securities
that is current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which such
Registration Statement is to be maintained effective by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(a)(v) to and including the date when the Participating
Holder shall have received the copies of the supplemented or amended prospectus
contemplated by, and meeting the requirements of, Section 6(a)(v).



          (d)     Registration Expenses. Except as otherwise provided herein, all
Registration Expenses shall be borne by the Company; provided, however, that
the Company shall not be required to pay for any Registration Expenses of any
registration proceeding commenced as a result of a Demand Request that is
subsequently withdrawn or canceled by at least a majority of the Participating
Holders, in which case the Participating Holders shall bear such Registration
Expenses pro rata on the basis of the number of shares proposed to be
registered. All Selling Expenses relating to Registrable Securities registered
shall be borne by the Participating Holders of such Registrable Securities pro
rata on the basis of the number of shares so registered.



     8.          Indemnification


          (a)     Indemnification by the Company. The Company agrees, notwithstanding
termination of this Agreement, to indemnify and hold harmless to the fullest
extent permitted by law, each Holder, each of its directors, officers,
employees, advisors, agents and general or limited partners (and the directors,
officers, employees, advisors and agents thereof), their respective Affiliates
and each Person who controls (within the meaning of the Securities Act or the
Exchange Act) any of such Persons, and each underwriter and each Person who
controls (within the meaning of the Securities Act or the Exchange Act) any
underwriter (collectively, “Holder Indemnified Parties”) from and against any
and all losses, claims, damages, expenses (including, without limitation,
reasonable costs of investigation and fees, disbursements and
other charges of counsel and any amounts paid in settlement effected with
the Company’s consent, which consent shall not be unreasonably withheld or

delayed) or other liabilities (collectively, “Losses”) to which any such Holder
Indemnified Party may become subject under the Securities Act, Exchange Act,
any other federal law, any state or common law or any rule or regulation
promul-




13






 





gated thereunder or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) are resulting
from or arising out of or based upon any untrue, or alleged untrue, statement
of a material fact contained in any Registration Statement, prospectus or
preliminary prospectus (as amended or supplemented) or any document
incorporated by reference in any of the foregoing or resulting from or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which
they were made), not misleading, the Company will promptly reimburse each such
Holder Indemnified Party for any legal and any other Losses reasonably incurred
in connection with investigating, preparing or defending any such claim, loss,
damage, liability, action or investigation or proceeding (collectively, a
“Claim”); provided, however, that the Company shall not be liable to any Holder
Indemnified Party for any Losses that arise out of or are based upon (x)
written information provided by a Holder Indemnified Party expressly for use in
the Registration Statement or (y) sales of Registrable Securities by a Holder
Indemnified Party to a person to whom there was not sent or given, at or before
the written confirmation of such sale, a copy of the prospectus (excluding
documents incorporated by reference) or the prospectus as then amended or
supplemented (excluding documents incorporated by reference) if the Company has
previously furnished in a timely manner a reasonable number of copies thereof
to such Holder Indemnified Party in compliance with this Agreement and the
Losses of such Holder Indemnified Party results from an untrue statement or
omission of a material fact contained in such preliminary prospectus that was
corrected in the prospectus (or the prospectus as then amended or
supplemented). Such indemnity obligation shall remain in full force and effect
regardless of any investigation made by or on behalf of the Holder Indemnified
Parties and shall survive the transfer of Registrable Securities by such Holder
Indemnified Parties.


          (b)     Indemnification by Holders. In connection with any proposed
registration in which a Holder is participating pursuant to this Agreement,
each such Holder shall furnish to the Company in writing such information with
respect to such Holder as the Company may reasonably request or as may be
required by law for use in connection with any Registration Statement or
prospectus or preliminary prospectus to be used in connection with such
registration and each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, any underwriter retained by the Company and
their respective directors, officers, partners, employees, advisors and agents,
their respective Affiliates and each Person who controls (within the meaning of
the Securities Act or the Exchange Act) any of such Persons to the same extent
as the foregoing indemnity from the Company to the Holders as set forth in
Section 8(a) (subject to the exceptions set forth in the foregoing indemnity,
the proviso to this sentence and applicable law), but only with respect to any
such information furnished in writing by such Holder expressly for use therein;
provided, however, that the liability of any Holder under this Section 8(b)
shall be limited to the amount of the gross proceeds received by such Holder in
the offering giving rise to such liability. Such indemnity obligation shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Holder Indemnified Parties (except as provided above) and shall
survive the transfer of Registrable Securities by such Holder.



          (c)     Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder (the “Indemnified Party”) agrees to give prompt
written notice to the indemnifying party (the “Indemnifying Party”) after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof



14






 





made in writing
for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, however, that, the failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any liability that it may have to the Indemnified Party hereunder unless and to
the extent such Indemnifying Party is materially prejudiced by such failure.
If notice of commencement of any such action is given to the Indemnifying Party
as above provided, the Indemnifying Party shall be entitled to participate in
and, to the extent it may wish, jointly with any other Indemnifying Party
similarly notified, to assume the defense of such action at its own expense,
with counsel chosen by it and reasonably consented to by such Indemnified
Party, which such consent shall not be unreasonably withheld. The Indemnified
Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees
to pay the same, (ii) the Indemnifying Party fails to assume the defense of
such action, or (iii) the named parties to any such action (including, but not
limited to, any impleaded parties) provide a legal opinion stating that the
representation of such Indemnified Party and the Indemnifying Party by the same
counsel would be inappropriate under applicable standards of professional
conduct. In the case of clause (ii) above and (iii) above, the Indemnifying
Party shall not have the right to assume the defense of such action on behalf
of such Indemnified Party. No Indemnifying Party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the written
consent of the Indemnified Party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the Indemnified Party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (A) includes an unconditional release of the Indemnified Party from
all liability arising out of such action or claim and (B) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of any Indemnified Party. The rights afforded to any Indemnified
Party hereunder shall be in addition to any rights that such Indemnified Party
may have at common law, by separate agreement or otherwise.


          (d)     Contribution. If the indemnification provided for in this Section 8
from the Indemnifying Party is unavailable or insufficient to hold harmless an
Indemnified Party in respect of any Losses referred to herein, then the
Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall
contribute to the amount paid or payable by the Indemnified Party as a result
of such Losses in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party, as well as any other
relevant equitable considerations. The relative faults of the Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, was made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and
Indemnified Party’s relative intent, knowledge, access to information and
opportunity to correct or prevent such action; provided, however, that the
liability of any Holder under this Section 8(d) shall be limited to the amount
of the gross proceeds received by such Holder in the offering giving rise to
such liability. The amount paid or payable by a party as a result of the
Losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in Sections 8(a), 8(b) and 8(c), any legal
or other fees,



15






 





charges or expenses reasonably incurred by such party in
connection with any investigation or proceeding.


     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution pursuant to this Section 8(d).


     9.      Rule 144 and Rule 144A; Other Exemptions.


     With a view to making available to the Holders the benefits of Rule 144
and Rule 144A promulgated under the Securities Act and other rules and
regulations of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration, the Company covenants that
it shall (i) at all times, from and after the date that is thirty (30) days
following the date on which the Company is current with respect to the filings
with the Commission required to be made by it pursuant to the Exchange Act,
file in a timely manner all reports and other documents required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder and (ii) take such further action as each Holder
may reasonably request (including, but not limited to, providing any
information necessary to comply with Rule 144 and Rule 144A, if available with
respect to resales of the Registrable Securities under the Securities Act), all
to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (x) Rule 144 and Rule 144A (if
available with respect to resales of the Registrable Securities) under the
Securities Act, as such rules may be amended from time to time or (y) any other
rules or regulations now existing or hereafter adopted by the SEC.



     10.     Certain Limitations On Registration Rights.



     No Holder may participate in any Registration Statement hereunder unless
such Holder completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, and other documents reasonably required
under the terms of such underwriting arrangements and agrees to sell such
Holder’s Registrable Securities on the basis provided in any underwriting
agreement approved by the Holder or Holders entitled hereunder to approve such
arrangements; provided, however, that no such Holder shall be required to make
any representations or warranties to the Company or the underwriters in
connection with any such registration other than representations and warranties
as to (i) such Holder’s ownership of its Registrable Securities to be sold or
transferred, (ii) such Holder’s power and authority to effect such transfer and
(iii) such matters pertaining to compliance with securities laws as may be
reasonably requested.



     11.     Transfer of Registration Rights.


     The rights of a Holder hereunder may be transferred or assigned in
connection with a transfer of Registrable Securities to (i) any Affiliate of a
Holder, (ii) any subsidiary, parent, partner, retired partner, limited partner,
shareholder or member of a Holder or (iii) any family mem-


16






 


ber or trust for the
benefit of any Holder. Notwithstanding the foregoing, such rights may only be
transferred or assigned provided that all of the following additional
conditions are satisfied: (a) such transfer or assignment is effected in
accordance with applicable securities laws; (b) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (c) the
Company is given written notice by such Holder of such transfer or assignment,
stating the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being transferred
or assigned.


     12.     Termination
  of Registration Rights. 

     The rights contained in Sections 2, 3, 4 and 11 hereof shall terminate at
the earlier of (a) five (5) years from the effective date of the Company’s
first Registration Statement for a public offering of securities of the Company
or (b) with respect to a Holder, in the opinion of the Company’s counsel, all
such Registrable Securities proposed to be sold by a Holder may be sold in a
three (3) month period without registration under the Securities Act pursuant
to Rule 144, and (such Registrable Securities represent less than one percent
(1%) of all outstanding shares of the Company’s capital stock.


     13.     Miscellaneous.
  

          (a)     No
  Inconsistent Agreements. The Company will not enter into any agreement offering
  registration rights on parity with or senior to the registration rights granted
  hereunder without the prior written consent of the Holders of a majority in
  interest of each type of Registrable Securities, which consent may be withheld
  in their sole discretion. 

          (b)     Remedies.
  In the event of a breach by the Company of any of its obligations under this
  Agreement, each holder of Registrable Securities, in addition to being entitled
  to exercise all rights granted by law, including recovery of damages, will be
  entitled to specific performance of its rights under this Agreement. The Company
  agrees that monetary damages would not be adequate compensation for any loss
  incurred by reason of a breach by them of the provisions of this Agreement and
  hereby agree to waive the defense in any action for specific performance that
  a remedy at law would be adequate. 

          (c)     Adjustments
  Affecting Registrable Securities. The Company shall not, directly or indirectly,
  take any action, or permit any change to occur, with respect to the Registrable
  Securities (i) that would adversely affect the ability of the holders of
  Registrable Securities to include such Registrable Securities in a registration
  undertaken pursuant to this Agreement or (ii) that would adversely affect
  the marketability of such Registrable Securities in any such registration. 

          (d)     Amendments
  and Waivers. Except as otherwise provided herein, the provisions of this
  Agreement may not be amended, modified or supplemented, and waivers or consents
  to departures from the provisions hereof may not be given unless the Company
  has obtained the written consent of holders of at least a majority in interest
  of Registrable Securities affected by such amendment, modification, supplement,
  waiver or departure. Notwithstanding the foregoing, the provisions of Section
  2 hereof cannot be amended or waived except with the 

17






 



written consent of the
holders of two-thirds (2/3) of (i) the principal amount of Notes outstanding
and (ii) the aggregate number of Warrant Shares then outstanding.


          (e)     Notices.
  All notices and other communications provided for or permitted hereunder shall
  be in writing and made by hand-delivery, or Express Mail: 

               (i)     If to a holder of Registrable Securities, at the most current address,
and with a copy to be sent to each additional address given by such holder to
the Company and the trustee and/or warrant agent, as applicable, under the
indenture and/or warrant agreement governing the Registrable Securities;



               (ii)     if to the Company, at:




	 	 	 	 	 
	 	 	
 
	 	QuadraMed Corporation
	 	 	 	 	12110 Sunset Hills Road
	 	 	 	 	Reston, Virginia 20190
	 	 	 	 	Attn: General Counsel
	 	 	 	 	 
	 	 	 	 	With a copy to:
	 	 	 	 	 
	 	 	 	 	Akin Gump Strauss Hauer & Feld LLP
	 	 	 	 	1333 New Hampshire Avenue, NW
	 	 	 	 	Washington, DC 20036
	 	 	 	 	Attn: Bruce S. Mendelsohn, Esq.



     All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered, or two business days
after being deposited in the mail, postage prepaid, if mailed.


          (f)     Successors
  and Assigns. This Agreement shall inure to the benefit of and be binding
  upon the2! successors and assigns of each of the parties hereto, including,
  without limitation and without the need for an express assignment, subsequent
  holders of Registrable Securities. 

          (g)     Headings.
  The headings in this Agreement are for convenience of reference only and shall
  not limit or otherwise affect the meaning hereof. 

          (h)     Governing
  Law. This Agreement shall be governed by and construed in accordance with
  the laws of the State of Delaware without regard to principles of conflicts
  of law. 

          (i)     Severability.
  In the event that any one or more of the provisions contained herein, or the
  application thereof in any circumstances, is held invalid, illegal or unenforceable
  in any respect for any reason, the validity, legality and enforceability of
  any such provision in every other respect and of the remaining provisions contained
  herein shall not be in any way impaired thereby, it being intended that all
  of the rights and privileges of both the Company and the holders of Registrable
  Securities shall be enforceable to the fullest extent permitted by law. 


18






 



          (j)     Entire
  Agreement. This Agreement is intended by the parties as a final expression
  of their agreement and intended to be a complete and exclusive statement of
  the agreement and understanding of the parties hereto in respect of the subject
  matter contained herein and therein. There are no restrictions, promises, warranties
  or undertakings, other than those set forth or referred to herein and therein.
  This Agreement (including the exhibits thereto) supersedes all prior agreements
  and understandings between the parties with respect to such subject matter.
  

          (k)     Securities
  Held by the Company or Its Affiliates. Whenever the consent or approval
  of holders of a specified percentage of Registrable Securities is required hereunder,
  Registrable Securities held by the Company or its affiliates (other than the
  holders of Registrable Securities if such holders are deemed to be such affiliates
  solely by reason of their holdings of such Registrable Securities) shall not
  be counted in determining whether such consent or approval was given by the
  holders of such required percentage. 

          (l)     Attorneys’
  Fees. In any action or proceeding brought to enforce any provision of this
  Agreement, or where any provision hereof is validly asserted as a defense, the
  successful party shall be entitled to recover reasonable attorneys’ fees
  in addition to its costs and expenses and any other available remedy. 

          (m)     Third
  Party Beneficiaries. This Agreement is entered into for the express benefit
  of the holders of Registrable Securities. Accordingly, this Agreement may be
  enforced by and against holders of Registrable Securities in the same manner
  and to the same extent as if such holders had executed this Agreement. 

          (n)     Counterparts.
  This Agreement may be executed in any number of counterparts, each of which
  shall be original, and all of which together shall constitute one instrument.
  

[Signature Page Follows]




19







 



REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.




	 	 	 	 	 
	 	 	QUADRAMED CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	MACKAY SHIELDS
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	ZAZOVE
ASSOCIATES LLC
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	ALLIANZ OF AMERICA, INC.
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 



20






 





	 	 	 	 
	 	 	MELLON HBV ALTERNATIVE STRATEGIES
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	TRIAGE CAPITAL MANAGEMENT LP
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	LONESTAR PARTNERS
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	LAMPE CONWAY & CO. LLC
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 
	 	 	 	 	 
	 	 	PHILADELPHIA BROKERAGE CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	
	 
	 	 	
Name:
	 	 
	 	 	
	 
	 	 	
Title:
	 	 
	 	 	
	 



21






 




	 	 	 
	 	 	
CENTURY NATIONAL
 INSURANCE
COMPANY
	 	 	 
	 	 	
      By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:
	 	 	 
	 	 	
NATIONAL UNION FIRE
 INSURANCE

COMPANY OF PITTSBURG, PA
	 	 	 
	 	 	
      By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
QWEST OCCUPATIONAL
 HEALTH
TRUST
	 	 	 
	 	 	
      By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:
	 	 	 
	 	 	
QWEST PENSION TRUST
	 	 	 
	 	 	
      By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:



22






 




	 	 	 
	 	 	
SAN DIEGO COUNTY

 EMPLOYEES

RETIREMENT ASSOCIATION
	 	 	 
	 	 	    
By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:
	 	 	 
	 	 	
GLENBROOK CONVERTIBLE PARTNERS, L.P.

    By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:
	 	 	 
	 	 	
STARVEST CONVERTIBLE SECURITIES FUND,

INC.
	 	 	 
	 	 	
    By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name: 

Title:
	 	 	 
	 	 	
ZAZOVE AGGRESSIVE GROWTH FUND, L.P.
	 	 	 
	 	 	
    By: Zazove Associates, LLC
	 	 	 
	 	 	
By: 

	 	 	
Name:

Title:



23






 




	 	 	 	 
	 	 	 	 
	 	 	
ZAZOVE HIGH YIELD CONVERTIBLE

SECURITIES FUND, L.P.	 
	 	 	 	 
	 	 	
   By: Zazove Associates, LLC	 
	 	 	 	 
	 	 	
By:

	 
	 	 	
Name:

Title:	 
	 	 	 	 
	 	 	
GENE T. PRETTI	 
	 	 	 	 
	 	 	
   By: Zazove Associates, LLC	 
	 	 	 	 
	 	 	
By: 

	 
	 	 	
Name:

Title:	 
	 	 	 	 
	 	 	
TRIAGE OFFSHORE FUND LTD	 
	 	 	 	 
	 	 	
By: 

	 
	 	 	
Name:

Title:	 
	 	 	 	 
	 	 	
OTA, LLC	 
	 	 	 	 
	 	 	
By: 

	 
	 	 	
Name:

Title:	 
	 	 	 	 



24








 




	 	 	 	 
	 	 	
HBV MASTER MULTI-STRATEGY FUND LP	 
	 	 	 	 
	 	 	
By: 

	 
	 	 	
Name:

Title:	 
	 	 	 	 
	 	 	
MELLON HBV SPECIAL SITUATIONS

FUND LP	 
	 	 	 	 
	 	 	
   By: Mellon HBV II LLC	 
	 	 	 	 
	 	 	
By: 

	 
	 	 	
Name:

Title:	 



25






 




	 	 	 
	ARKANSAS PUBLIC	 	
MACKAY SHIELDS MASTER
	 	 	
LONG/SHORT FUND BEAR STEARNS
	By:       *	 	
 
	
	 	
By:       *
	 	 	


	 	 	 
	AMERICAN KENNEL CLUB CORE BOND	 	
 
	 	 	
MACKAY SHIELDS TRUST HIGH YIELD
	 	 	
CORPORATE BOND
	By:       *	 	
 
	
	 	
By:       *
	 	 	


	AVAYA INC MASTER PENSION TRUST	 	 
	 	 	
PARK EMPLOYEE’S ANNUITY AND
	By:       *	 	
BENEFIT FUND CORE PLUS HIGH YIELD
	
	 	
 
	 	 	
 
	BRIGGS & STRATTON RETIREMENT	 	
By:       *
	PLAN-HIGH YIELD	 	


	 	 	 
	By:       *	 	
FEDERAL INSURANCE COMPANY
	
	 	
(CHUBB) HIGH YIELD
	 	 	 
	MACKAY SHIELDS LONG/SHORT FUND	 	
By:       *
	 	 	


	 	 	 
	By:       *	 	 
	
	 	 
	 	 	
THE PENSION PLAN OF
	 	 	
CONSTELLATION ENERGY GROUP HIGH
	401 SAVINGS PLAN OF THE CHASE	 	
YIELD
	MANHATTAN BANK AND CERTAIN	 	 
	AFFILIATED COS	 	
By:       *
	 	 	


	By:       *	 	 
	
	 	 
	 	 	
CARNEGIE MELLON UNIVERSITY HIGH
	 	 	
 YIELD
	CITY OF MONTREAL HIGH YIELD	 	
 
	 	 	
By:       *
	By:       *	 	


	
	 	 



      







			
	 	

*MACKAY SHIELDS



	 	
By:

	 
	 	 	



	 	
Name:  

Title:

	 














 




	 	 	 	 	 
	ECLIPSE CORE BOND PLUS FUND HIGH	 	
INGRAM INDUSTRIES EMPLOYEE	 
	YIELD	 	 	 
	 	 	 	
By:	*
	 	 	 	 	


	By:	*	 	
POLICEMEN’S AND FIREFIGHTERS’	 
	 	
	 	
RETIREMENT FUND OF LEXINGTON-
	 	 	 	
FAYETTE URBAN COUNTY	 
	FAIRFAX COUNTY EMPLOYEES	 	
GOVERNMENT
	RETIREMENT SYSTEM HIGH YIELD	 	
 	 
	FONDATION LUCIE ET ANDRE	 	
By:	*
	CHAGNON HIGH YIELD	 	 	

	 	 	 	 	 
	By:	*	 	 	 
	 	
	 	
THE 1199 HEALTH CARE EMPLOYEES
	 	 	 	
PENSION FUND HIGH YIELD
	 	 	 	 	 
	EMPLOYEES RETIREMENT SYSTEM OF	 	
By:	*
	THE CITY OF FORT WORTH HIGH YIELD	 	 	


	 	 	 	 	 
	By:	*	 	
NEW YORK DISTRICT COUNCIL OF
	 	
	 	
CARPENTERS PENSION FUND
	 	 	 	 	 
	MLG-NYL
US HIGH YIELD	 	
By:	*
	 	 	 	 	


	By:	*	 	 	 
	 	
	 	
 	 
	 	 	 	
OHIO POLICE & FIRE PENSION FUND
	 	 	 	
HIGH YIELD
	HONG KONG HOSPITAL AUTHORITY	 	 	 
	HIGH YIELD	 	 	 
	 	 	 	 	 
	By:	*	 	
PENNSYLVANIA PUBLIC SCHOOLS
	 	
	 	
EMPLOYEES’ RETIREMENT SYSTEM
	 	 	 	 
	 	 	 	
By:	*
	 	 	 	 	


	ILLINOIS MUNICIPAL RETIREMENT	 	 	 
	FUND HIGH YIELD	 	 	 
	 	 	 	 	 
	By:	*	 	
STICHTING PHILIPS PENSIOENFONDS

	 	
	 	
HIGH YIELD
	 	 	 	 	 
	 	 	 	
By:	*
	 	 	 	 	











	 	 	 	 	 
	 	 	
*MACKAY SHIELDS
	 	 	 	 	 
	 	 	
By:
	
	 
	 	 	
Name:  	 	 
	 	 	
Title:	 	 



 









 





	 	 	 
	STICHTING PHILIPS PENSIOENFONDS	 	
NATIONS MASTER INVESTMENT HIGH
	 	 	
YIELD
	 	 	 
	By:     *	 	
By:     *
	
	 	


	 	 	
NATIONS ANNUITY FUND HIGH YIELD
	RHODE ISLAND EMPLOYEES	 	 
	RETIREMENT SYSTEM	 	
By:     *
	 	 	


	 	 	 
	By:     *

	 	
LOS ANGELES FIRE AND POLICE HIGH

YIELD
	 	 	 
	NEW YORK LIFE CORE BOND PLUS	 	
By:     *
	FUND SEPARATE ACCOUNT # 38 HIGH	 	


	YIELD	 	 
		 	 
	By:     *

	 	
VULCAN MATERIALS COMPANY HIGH 

YIELD
	 	 	 
	POLICE OFFICERS PENSION SYSTEM OF	 	
By:     *
	THE CITY OF HOUSTON 	 	


		 	 
	By:     *

	 	
NY LIFE SEPARATE ACCOUNT

GOA/BB/HIGH YIELD
	 	 	 
	THE CITY OF MEMPHIS RETIREMENT	 	
By:     *
	SYSTEM HIGH YIELD	 	

	 	 	 
	By:     *	 	
THE MAINSTAY FUNDS, INC; ON
	
	 	
BEHALF OF ITS HIGH YIELD
	 	 	
CORPORATE BOND FUND SERIES
	NISOURCE CORP. SERVICES COMPANY	 	 
	HIGH YIELD	 	
By:     *
	 	 	
 
	By:     *	 	 
	
	 	 








	 	 	 
	 
	 	 	
*MACKAY SHIELDS
	 	 	 
	 	 	
By:
 

	 	 	
Name:
	 	 	
Title:














 




	 	 	 
	THE MAINSTAY FUNDS, INC; ON	 	
RIYAD BANK HYB LIQ RIY13
	BEHALF OF ITS STRATEGIC VALUE	 	 
	FUND	 	
By:                                     *
	 	 	


	 	 	
 
	
By:                                     *
	 	
RIYAD BANK HYB LIQ RIY04 
	
	 	
 
	 	 	
By:                                     * 
	MAINSTAY VP SERIES FUND, INC., ON	 	


	BEHALF OF ITS HIGH YIELD	 	 
	CORPORATE BOND PORTFOLIO	 	
 
	RIYAD BANK HIGH YIELD	 	
 
	 	 	 
	By:                                     *	 	 
	
	 	 
	 	 	 
	SAN ANTONIO FIREMAN & POLICE

PENSION FUND HIGH YIELD
	 	 	 
	By:                                     *	 	 
	
	 	 
	 	 	 
	TENNESSEE VALLEY AUTHORITY

RETIREMENT SYSTEM HIGH YIELD
	 	 	 
	By:                                     *	 	 
	
	 	 
	 	 	 
	SCOTTISH WIDOWS FUND & LIFE

ASSURANCE SOCIETY HIGH YIELD
	 	 	 
	By:                                     *	 	 
	
	 	 
	 	 	 
	WRITERS’ GUILD INDUSTRY HEALTH

FUND
	 	 	 
	By:                                     *	 	 
	
	 	 
	 	 	 
	 







	 	 	 	 	 
	 	 	
*MACKAY SHIELDS
	 	 	 	 	 
	 	 	
By:




	 	 	
Name:  	 	 
	 	 	
Title: