<PAGE>


                                                                   Exhibit 10.19

                             SECURED PROMISSORY NOTE

$200,000                                                       November  3, 2000


FOR VALUE RECEIVED, the undersigned, RICHARD W. PENDLETON ("BORROWER"), hereby
promises to pay to VANTAGEMED CORPORATION, a Delaware corporation ("LENDER"),
the principal sum of Two Hundred Thousand Dollars ($200,000), and accrued
interest thereon, as provided herein.

A.       PAYMENTS.
         ---------

         1. INTEREST. Interest shall accrue and compound monthly with respect to
the outstanding principal indebtedness under this Secured Promissory Note (this
"Note") at the Prime Rate as reported in the Wall Street Journal on the first
business day of each month. There shall be no interest payments due until
December 1, 2001, on which date the interest accrued between November 3, 2000
and December 1, 2001 shall become due and payable. From December 1, 2001 to the
Maturity Date of this Note (as defined below), monthly interest payments shall
become due and payable as of the first business day of each successive month.

         2. MATURITY DATE. The principal amount of this Note and all accrued and
unpaid interest thereon shall be due and payable in full on or before the
earlier to occur of (i) November 3, 2002, or (ii) the effective date of a Change
in Control (as defined below) in which a holder of shares of Lender's common
stock is entitled to receive cash or marketable securities in exchange for such
holder's shares or by reason of such holder's ownership thereof (such date is
hereinafter referred to as the "MATURITY DATE"). For the purposes hereof, a
"CHANGE IN CONTROL" means: (x) the direct or indirect sale or exchange by
Lender's shareholders of all or substantially all of Lender's stock wherein
Lender's shareholders immediately before such transaction do not retain,
directly or indirectly, immediately after such transaction more than 50% of the
beneficial interest in the voting stock of Lender or the successor thereto; (y)
a merger or consolidation to which Lender is a party wherein Lender's
shareholders immediately before such transaction do not retain, directly or
indirectly, immediately after such transaction more than 50% of the beneficial
interest in the voting stock of Lender or the successor thereto; or (z) the
sale, exchange, or transfer of all or substantially all of Lender's assets
(other than a sale, exchange or transfer to one or more subsidiary corporations
of Lender).

         3. APPLICATION OF PAYMENTS. Any payment received from Borrower shall be
first applied to accrued but unpaid interest and then to the principal amount
then outstanding under this Note.

         4. PREPAYMENT. Borrower shall have the right at any time and from time
to time to prepay, in whole or in part, the principal amount of this Note,
without payment of any premium or penalty. Any principal prepayment must be
accompanied by a payment of all interest accrued but unpaid through the date of
such prepayment.

         5. FORM OF PAYMENT. Principal and interest and all other amounts due
under this Note (collectively, the "BORROWER'S OBLIGATIONS") are to be paid in
lawful money of the United States of America in immediately available funds.

         6. SECURITY; ACKNOWLEDGMENT. Pursuant to that certain Stock Pledge
Agreement (the "PLEDGE AGREEMENT") of even date herewith, Borrower has granted
Lender a security interest in the Pledged Collateral (as defined therein) to
secure the payment of the Borrower's Obligations. Notwithstanding the foregoing,
Borrower acknowledges and agrees that this Note is a full recourse note and that
Borrower is liable for full payment of the Borrower's Obligations without regard
to the value at any time or from time to time of the Pledged Collateral.

B.       EVENTS OF DEFAULT.


         1. DEFINITION OF EVENT OF DEFAULT. The occurrence of any one or more of
the following events shall constitute an "EVENT OF DEFAULT" under this Note:

                                                                               1

<PAGE>

         (a) Borrower's breach of the obligation to pay any amount payable under
this Note on the date that it is due and payable;

         (b) Borrower's breach of any covenant or obligation under this Note,
other than the payment obligation described in clause (a) above, which remains
uncured for a period of thirty (30) days following the occurrence of such
breach;

         (c) Borrower's breach of any covenant, obligation, representation or
warranty under the Pledge Agreement which remains uncured for a period of thirty
(30) days following the occurrence of such breach;

         (d) the creation (whether voluntary or involuntary) of, or any attempt
to create, any lien or encumbrance upon any of the Pledged Collateral, unless
authorized in advance in writing by Lender, or the making or any attempt to make
any levy, seizure or attachment thereof;

         (e) Borrower's institution of proceedings against it, or Borrower's
filing of a petition or answer or consent seeking reorganization or release,
under the federal Bankruptcy Code, or any other applicable federal or state law
relating to Lender's rights and remedies, or Borrower's consent to the filing of
any such petition or the appointment of a receiver, liquidator, assignee,
trustee or other similar official of Borrower or of any substantial part of
Borrower's property, or Borrower's making of an assignment for the benefit of
creditors; or

         (f) The entry of any judgment or order against Borrower which remains
unsatisfied or undischarged and in effect for thirty (30) days after such entry
without a stay of enforcement or execution.

      2. RIGHTS AND REMEDIES ON EVENT OF DEFAULT. During the continuance of an
Event of Default, Lender shall have the right to accelerate the payment of the
principal, interest and charges owing under this Note and to enforce this Note
by exercise of the rights and remedies granted to it by applicable law and to
such remedies as are specified in the Pledge Agreement.

C.       OTHER PROVISIONS.

         1. CHOICE OF LAW AND VENUE. This Agreement shall be construed in
accordance with, and the rights of the parties shall be governed by, the law of
the State of California. BORROWER AND LENDER CONSENT TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA AND WAIVE ANY
OBJECTION RELATING TO IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF
ANY PROCEEDING BY SUCH COURT.

         2. NOTICES. Any notice or communication required or desired to be given
under this Note shall be in the form and manner specified below, and shall be
addressed to the party to be notified as follows:

If to Lender:     VantageMed Corporation
                  3017 Kilgore Road, Suite 195
                  Rancho Cordova, CA  95670
                  Attention:  Paul W. Souza, Senior Vice President,
                  Chief Financial Officer

with copy to:     Gray Cary Ware & Freidenrich
                  400 Capitol Mall, Suite 2400
                  Sacramento, California  95814
                  Attention:  Kevin Coyle, Esq.
                  Telecopier:  (916) 930-3201

If to Borrower:   Richard W. Pendleton
                  1651 Geary Road
                  Walnut Creek, CA 94596
                  Telecopier: (925) 930-9981

                                                                               2

<PAGE>

with copy to:     Paul, Hastings, Janofsky & Walker, LLP
                  345 California Street, 29 Floor
                  San Francisco, CA 94194
                  Attention: Thomas Geidt, Esq.
                  Telecopier: (415) 217-5333


or to such other address as either party designates to the other by notice in
the manner herein prescribed. Notice shall be deemed given under this Note if
(i) delivered personally or otherwise actually received, (ii) sent by overnight
delivery service, (iii) mailed by first-class United States mail, postage
prepaid, registered or certified, with return receipt requested, or (iv) sent
via telecopy machine with a duplicate signed copy sent on the same day as
provided in clause (ii) above. Notice mailed as provided in clause (iii) above
shall be effective upon the expiration of three (3) business days after its
deposit in the United States mail, and notice telecopied as provided in clause
(iv) above shall be effective upon receipt of such telecopy if the duplicate
signed copy is sent under clause (iv) above. Notice given in any other manner
described in this section shall be effective upon receipt by the addressee
thereof; PROVIDED, HOWEVER, that if any notice is tendered to an addressee and
delivery thereof is refused by such addressee, it shall be effective upon such
tender unless expressly set forth therein.

         3. LENDER'S RIGHTS; BORROWER WAIVERS. Lender's acceptance of partial or
delinquent payment from Borrower under this Note, or Lender's failure to
exercise any right under this Note, shall not constitute a waiver of any
obligation of Borrower under this Note, or any right of Lender under this Note,
and shall not affect in any way the right to require full performance at any
time thereafter. Borrower waives presentment, diligence, demand of payment,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note. In any
action on this Note, Lender need not produce or file the original of this Note,
but need only file a photocopy of this Note certified by Lender to be a true and
correct copy of this Note in all material respects.

         4. ENFORCEMENT COSTS. Borrower shall pay all costs and expenses,
including, without limitation, reasonable attorneys' fees and expenses Lender
expends or incurs in connection with the enforcement of this Note, the
collection of any sums due under this Note, any actions for declaratory relief
in any way related to this Note, or the protection or preservation of any rights
of the holder under this Note.

         5. SEVERABILITY. Whenever possible each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision is prohibited by or invalid under applicable law, it shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of the provision or the remaining provisions of this
Note.

         6. AMENDMENT PROVISIONS. This Note may not be amended or modified, nor
may any of its terms be waived, except by written instruments signed by Borrower
and Lender.

         7. BINDING EFFECT. This Note shall be binding upon, and shall inure to
the benefit of, Borrower and Lender and their respective successors and assigns;
PROVIDED, HOWEVER, that Borrower's rights and obligations shall not be assigned
or delegated without Lender's prior written consent, given in its sole
discretion, and any purported assignment or delegation without such consent
shall be void AB INITIO.

                                                                               3

<PAGE>

         8. HEADINGS. Section headings used in this Note have been set forth
herein for convenience of reference only. Unless the contrary is compelled by
the context, everything contained in each section hereof applies equally to this
entire Note.



                                   VANTAGEMED CORPORATION
                                   3017 Kilgore Road, Suite 180
                                   Rancho Cordova, CA  95670-6149


                                   By: /s/ Joel M. Harris
                                       --------------------------


                                   Title:

                                    /s/ Richard W. Pendleton
                                   --------------------------------
                                   Richard W. Pendleton


                                                                               4

<PAGE>

                             STOCK PLEDGE AGREEMENT

         THIS STOCK PLEDGE AGREEMENT (the "AGREEMENT") is entered into as of
November 3, 2000, by and between RICHARD W. PENDLETON, an individual
("BORROWER"), and VANTAGEMED CORPORATION, a Delaware corporation ("LENDER").
                                    RECITALS

         A. Lender has agreed to loan Borrower the original principal amount of
$200,000 (the "LOAN"). The Loan is evidenced by and subject to all of the terms
and conditions set forth in that certain Promissory Note, dated as of the date
hereof, executed by Borrower in favor of Lender (the "NOTE"). All capitalized
terms used herein without definition have the meanings ascribed to them in the
Note.

         B. Borrower is the record and beneficial owner of the shares of stock
listed on EXHIBIT D hereto (the "SHARES").

         C. As a condition to making the Loan, Lender has required that Borrower
secure his obligations under the Note by pledging the Shares in accordance with
the terms of this Agreement.

         NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,
the parties agree as follows:

         1.   PLEDGE.
              -------

         (a) As security for the full and prompt performance of all obligations
described in Section 2 hereof, Borrower hereby pledges, assigns and delivers to
Lender and grants to Lender a security interest in the Shares, together with all
proceeds and substitutions thereof, all cash, stock and other moneys and
property paid thereon, all rights to subscribe for securities declared or
granted in connection therewith, and all other cash and noncash proceeds of the
foregoing (all hereinafter called the "Pledged Collateral").

         (b) The term "Pledged Collateral" shall also include any securities,
instruments or distributions of any kind issuable, issued or received by
Borrower upon conversion of, in respect of, or in exchange for any other Pledged
Collateral, including, but not limited to, those arising from a stock dividend,
stock split, reclassification, reorganization, merger, consolidation, sale of
assets or other exchange of securities or any dividends or other distributions
of any kind upon or with respect to the Pledged Collateral.

         (c) The certificate or certificates for the securities included in the
Pledged Collateral, accompanied by an instrument of assignment duly executed in
blank by Borrower, have been delivered by Borrower to Lender. Upon the
occurrence of an Event of Default hereunder, Lender may effect the transfer of
any securities included in the Pledged Collateral into the name of Lender and
cause new certificates representing such securities to be issued in the name of
Lender. Borrower will execute and deliver such documents, and take or cause to
be taken such actions, as Lender may reasonably request to perfect or continue
the perfection of Lender's security interest in the Pledged Collateral.

         2. OBLIGATIONS SECURED. Borrower is pledging the Pledged Collateral
to secure the prompt performance of all of Borrower's obligations under the
Note, including, without limitation, the repayment of the Loan and interest
thereon (the "Pledge Obligations").

         3. IRREVOCABLE PROXY/VOTING RIGHTS. So long as no Event of Default (as
defined below) shall have occurred and be continuing, subject to any other
applicable provision of this Agreement, Borrower shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement. Lender shall execute and deliver (or cause to be executed and
delivered) to Borrower all proxies and other instruments as Borrower may
reasonably request for the purpose of enabling Borrower to exercise the voting
and other rights which it is entitled to exercise pursuant to the authorization
above. Upon the occurrence and during the continuance of an Event of Default,
all rights of Borrower to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise hereunder shall cease upon notice
from Lender, whereupon all such rights shall become vested in Lender, who shall
thereupon have the sole right to exercise such voting and other consensual
rights until Lender gives notice to Borrower of Lender's relinquishment of such
rights, whereupon all such rights shall be revested with Borrower.

                                                                               5

<PAGE>

         4. EVENTS OF DEFAULT. Each of the following shall constitute an event
of default ("Event of Default") hereunder:

                  (a) the occurrence of an Event of Default under the Note; or

                  (b) the breach of any provision of this Agreement by Borrower
or the failure by Borrower to observe or perform any of the provisions of this
Agreement; provided, that Borrower shall have the right to cure any non-monetary
default for a period of thirty (30) days following the occurrence of such
breach.

         5. RELEASE OF PLEDGE. Anything to the contrary herein notwithstanding,
Lender shall release the Pledged Collateral from pledge hereunder upon full
performance of all Pledge Obligations and the termination or expiration of the
Note. Until such time, Borrower is not authorized to sell, assign, hypothecate
or otherwise dispose of, or grant any interest in, any of the Pledged
Collateral, without Lender's prior written consent. Notwithstanding the
foregoing sentence, if Borrower reasonably requests in writing that Lender
release the Pledged Collateral from pledge hereunder to facilitate the sale or
other disposition of the Pledged Collateral, Lender shall deliver the Pledged
Collateral to the third party escrow agent approved by Lender with instructions
providing for the release of the Pledged Collateral from pledge hereunder upon
the closing of such sale or other disposition of such Pledged Collateral;
provided, that, each of the following conditions are first satisfied:

                  (a) the sale or other disposition of the Pledged Collateral
has been approved in advance by Lender; and

                  (b) Borrower and Lender shall enter into a binding agreement
in a form acceptable to Lender providing (i) that all proceeds from such sale or
disposition of the Pledged Collateral will be first used to satisfy all of the
Pledge Obligations and (ii) that in the event that the sale or other disposition
does not occur that the Pledged Collateral will be returned to Lender and remain
subject to pledge hereunder.

         6. CONTINUING AGREEMENT; REVOCATION; OBLIGATIONS UNDER OTHER AGREEMENT.
This is a continuing agreement and all rights, powers and remedies hereunder
shall apply to all past, present and future Pledge Obligations, including those
arising under successive transactions which shall either continue the Pledge
Obligations, increase or decrease them, or from time to time create new Pledge
Obligations whether or not any prior Pledge Obligations have been satisfied, and
notwithstanding the bankruptcy of Borrower. The obligations of Borrower
hereunder shall be in addition to any obligations of Borrower or any other
person under any other pledges of security or guaranties for the Pledge
Obligations heretofore given, now or hereafter to be given to Lender.

         7. SEPARATE ACTIONS; WAIVER OF STATUTE OF LIMITATIONS; REINSTATEMENT OF
LIABILITY. The obligations of Borrower under this Agreement are independent of
the Pledge Obligations, and a separate action or actions may be brought and
prosecuted against Borrower whether action is brought against any other person,
or whether any other person be joined in any such action or actions. Borrower
acknowledges that there are no conditions precedent to the effectiveness of this
Agreement and that this Agreement is in full force and effect and is binding on
Borrower as of the date hereof, regardless of whether Lender obtains additional
collateral or guaranties from others or takes any other action contemplated by
Borrower. Borrower waives the benefit of any statute of limitation affecting his
liability hereunder or the enforcement thereof to the greatest legally
permissible extent, and agrees that any payment of any Pledge Obligations or
other act which shall toll any statute of limitation applicable thereto shall
also operate to toll such statute of limitation applicable to Borrower on
liability hereunder. The liability of Borrower hereunder shall be reinstated and
revived and the rights of Lender shall continue with respect to any amount paid
on account of the Pledge Obligations secured hereby which shall thereafter be
required to be restored or returned by Lender upon the bankruptcy or insolvency
of Borrower or any other person or for any other reason, all as though such
amount had not been paid.

         8. Representations and Warranties. Borrower represents and warrants to
Lender as follows:

                  (a) the Pledged Collateral is owned by Borrower free and clear
of any security interests, liens or encumbrances and, without limiting the
foregoing, is not pledged in connection with any margin loans;

                  (b) Borrower has full power and authority to create a first
lien on the Pledged Collateral in favor of Lender and no disability or
contractual obligation exists which would prohibit Borrower from pledging the
Pledged

                                                                               6

<PAGE>

Collateral pursuant to this Agreement, and Borrower will not assign, create
or permit to exist any other claim to, lien or encumbrance upon, or security
interest in any of the Pledged Collateral;

                  (c) there are no subscriptions, warrants or other options
exercisable with respect to the Shares;

                  (d) no authorization, approval, or other action by and no
notice to or filing with any governmental authority is required for the pledge
hereunder;

                  (e) the Shares represent all of the shares of Common Stock of
Lender beneficially owned by Borrower, as of the date of this agreement;

                  (f) this Agreement constitutes the legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms, except as the
enforceability thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally; and

                  (g) the Pledged Collateral is not the subject of any present
or threatened suit, action, arbitration, administrative or other proceeding, and
Borrower knows of no reasonable grounds for the institution of any such
proceedings.

         All the above representations and warranties shall survive the making
of this Agreement.

         9. COVENANTS OF BORROWER. So long as any of the Pledge Obligations
remains outstanding, Borrower covenants and agrees as follows:

                  (a) Borrower shall execute and deliver such documents and take
all such further action as Lender deems necessary or desirable to create,
perfect, protect or continue the lien contemplated hereby or to exercise or
enforce its rights hereunder;

                  (b) Borrower shall not permit any lien or other encumbrance on
the Pledged Collateral, except in favor of Lender and as permitted under the
Note;

                  (c) Borrower shall not change the place where Borrower keeps
any of his records concerning the Pledged Collateral without giving Lender
thirty (30) days' prior written notice of the address to which Borrower is
moving such books and records; and

                  (d) Borrower shall take all actions necessary to keep the
Pledged Collateral free and clear of all liens, charges, adverse claims,
defenses, rights of setoff and counterclaims.

         10. POWERS OF LENDER. Borrower appoints Lender as his true and lawful
attorney-in-fact to perform any of the following powers, which are coupled with
an interest, are irrevocable until termination of this Agreement, and may be
exercised from time to time by Lender's officers and employees, or any of them,
in their discretion, to take any action and to execute any instrument which
Lender may deem reasonably necessary or desirable to accomplish the purposes of
this Agreement, including, without limitation:

                  (a) to perform or cause the performance of any obligation of
Borrower hereunder in Borrower's name or otherwise;

                  (b) during the continuance of any Event of Default, to
liquidate any Pledged Collateral prior to maturity and to apply proceeds thereof
to payment of the Pledge Obligations, notwithstanding the fact that such
liquidation may give rise to penalties or loss of rights;

                  (c) during the continuance of any Event of Default, to enter
into any extension, reorganization, deposit, merger or consolidation agreement
or any other agreement relating to or affecting the Pledged Collateral and, in
connection therewith, to deposit or surrender control of the Pledged Collateral,
or to accept other property in exchange for the Pledged Collateral, subject
otherwise to this Agreement; and

                                                                               7

<PAGE>

                  (d) during the continuance of any Event of Default, to make
any compromise or settlement Lender deems desirable or proper in respect of the
Pledged Collateral.

         11. CASH COLLATERAL ACCOUNT. Any money received by Lender in respect of
the Pledged Collateral may, at Lender's option be retained in an interest
bearing cash collateral account and shall, for all purposes, be deemed Pledged
Collateral hereunder.

         12. LENDER'S CARE AND DELIVERY OF COLLATERAL. Lender's obligations with
respect to the Pledged Collateral in its possession shall be strictly limited to
the duty to exercise reasonable care in the custody and preservation of such
Pledged Collateral, and such duty shall not include any obligation to ascertain
or to initiate any action with respect to or to inform Borrower of maturity
dates, conversion, call, exchange rights, offers to purchase the Pledged
Collateral or any similar matters, notwithstanding Lender's knowledge of these
matters. Lender shall not have any duty to take any steps necessary to preserve
the rights of Borrower against prior parties or to initiate any action to
protect against the possibility of a decline in the market value of the Pledged
Collateral. Lender shall not be obligated to take any actions with respect to
the Pledged Collateral requested by Borrower unless (i) such request is made in
writing and Lender determines, in its sole and absolute discretion, that the
requested actions would not unreasonably jeopardize the value of the Pledged
Collateral as security for the Pledge Obligations, and (ii) Borrower promptly
reimburses Lender for the fees and expenses incurred in undertaking such
actions. Such fees and expenses shall accrue interest at the rate of ten percent
(10%) per annum, and shall be secured by the Pledged Collateral, subject to all
of the terms and conditions of this Agreement. Lender may at any time deliver
the Pledged Collateral, or any part thereof, to Borrower, and the receipt
thereof by Borrower shall be a complete and full acquittance for the Pledged
Collateral so delivered, and Lender shall thereafter be discharged from any
liability or responsibility therefor.

         13. WAIVERS. Borrower hereby expressly waives, to the full extent
legally permissible, diligence, presentment, demand for payment, protest,
benefit of any statute of limitations in connection with the Pledge Obligations,
discharge of the Pledge Obligations due to any disability of Borrower or any
other Person, any defenses of Borrower or any other Person to their obligations
not arising under the express terms of the documents relating thereto or from a
material breach thereof by Lender which under the law has the effect of
discharging Borrower or any other Person from the Pledge Obligations as to which
this Agreement is sought to be enforced, the benefit of any act or omission by
Lender which directly or indirectly results in or aids the discharge of Borrower
or any other Person from any of the Pledge Obligations by operation of law or
otherwise, all notices whatsoever, including, without limitation, notice of
acceptance of this Agreement and the incurring of the Pledge Obligations, and
any requirement that Lender exhaust any right, power or remedy or proceed
against Borrower or any other Person or any other security for, or any other
guarantor of, or any other party liable for, any of the Pledge Obligations or
any portion thereof. Borrower specifically agrees that it will not be necessary
or required, and Borrower shall not be entitled to require, that Lender file
suit or proceed to assert or obtain a claim for personal judgment against any
other Person for the Pledge Obligations or to make any effort at collection or
enforcement of the Pledge Obligations from any other Person or foreclose against
or seek to realize upon any security now or hereafter existing for the Pledge
Obligations or file suit or proceed to obtain or assert a claim for personal
judgment against Borrower or any other guarantor or other Person liable for the
Pledge Obligations or make any effort at collection of the Pledge Obligations
from any such Person or exercise or assert any other right or remedy to which
Lender is or may be entitled in connection with the Pledge Obligations or any
security or guaranty relating thereto or assert or file any claim against the
assets of any other Person, before or as a condition of enforcing Borrower's
liability under this Agreement.

         14. PAYMENT OF TAXES, CHARGES, LIENS AND ASSESSMENTS. Borrower agrees
to pay, prior to delinquency, all taxes, charges, liens and assessments against
the Pledged Collateral and, upon the failure of Borrower to do so, Lender, at
its sole option, may pay any of them and shall be the sole judge of the legality
or validity thereof and the amount necessary to discharge them. Any such
payments made by Lender shall be obligations of Borrower to Lender, due and
payable immediately without demand, together with interest at the rate of ten
percent (10%) per annum, and shall be secured by the Pledged Collateral, subject
to all of the terms and conditions of this Agreement.

         15. REMEDIES. Upon the failure of Borrower to make any payment
hereunder after such payment shall have become due, Lender may do or cause to be
done any one or more of the following:

                  (a) proceed to realize upon the Pledged Collateral in any
manner or priority;

                                                                               8

<PAGE>

                  (b) sell, assign and deliver all or any part of the Pledged
Collateral in any manner permitted by law, at any time and from time to time, at
public or private sale, with or without demand and with or without notice or
advertisement, for cash, upon credit or for future delivery, as Lender shall
deem appropriate. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of Borrower, and
Borrower hereby waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has nor may at any time in the
future have under any rule of law or statute now existing or hereafter enacted;

                  (c) if notice to Borrower is required, give written notice to
Borrower thirty (30) days prior to the date of public sale of the Pledged
Collateral or prior to the date after which private sale of the Pledged
Collateral will be made;

                  (d) at any public sale, bid or become a purchaser of the
Pledged Collateral or any part thereof (including, without limitation, by credit
bid), at such price as Lender deems proper, and hold the same thereafter in its
own right, free from any claims of Borrower or any right of redemption;

                  (e) lender shall not be obligated to make any sale of Pledged
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of Pledged Collateral may have been given. Lender may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case sale of all or any part of the
Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by Lender until the sale price is paid by the
purchaser or purchasers thereof, but Lender shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may be sold again upon like notice;

                  (f) as an alternative to exercising the power of sale herein
conferred upon it, Lender may proceed by a suit or suits, at law or in equity,
to foreclose this Agreement and to sell the Pledged Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts of competent
jurisdiction;

                  (g) the rights, privileges, powers and remedies of Lender
shall be cumulative and no single or partial exercise of any of them shall
preclude the further or other exercise of any of them. Any waiver, permit,
consent or approval of any kind by Lender of any Event of Default, or any such
waiver of any provisions or conditions thereof, must be in writing and shall be
effective only to the extent set forth in writing; and

                  (h) any proceeds of any disposition of the Pledged Collateral,
or any part thereof, may be applied by Lender to the payment of expenses
incurred by Lender in connection with the foregoing, including reasonable
attorneys' fees and expert witness fees, and the balance of such proceeds may be
applied by Lender toward the payment of the Pledge Obligations and in such order
of application as Lender may from time to time elect.

         If Lender, to exercise any of its rights and remedies hereunder,
determines that any consent, approval, authorization or other action of any
court or other governmental authority is required, then Borrower shall take all
actions reasonably requested by Lender in order to facilitate Lender's obtaining
such consent, approval, authorization or action.

         16. MANNER OF DISPOSITION. Borrower recognizes that Lender may be
unable to effect a public sale of all or part of the Pledged Collateral by
reason of certain prohibitions contained in the Securities Act of 1933, as
amended (the "Act"), or in applicable California or other state securities laws
as now or hereafter in effect, unless registration or qualification, as the case
may be, is accomplished. Borrower acknowledges that Lender may resort to one or
more private sales to a single purchaser or a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Pledged Collateral
for their own account, for investment and not with a view to the distribution or
resale thereof. Borrower agrees that private sales may be at prices and other
terms less favorable to Borrower than if such Pledged Collateral were sold at
public sale and that Lender has no obligation to delay the sale of any such
portion of the Pledged Collateral for the period of time necessary to permit
Borrower to register such securities, even if it would, or should, proceed to
register such securities for public sale. Borrower agrees that private sales
made under the foregoing circumstances shall be deemed to have been made in a
"commercially reasonable" manner. Borrower agrees that Lender need not approach
such number and quantity of possible buyers so as to be in violation of the Act,
the Securities

                                                                               9

<PAGE>

Exchange Act of 1934, as amended (the "Exchange Act"), or any applicable
state securities laws and that Lender need not approach the maximum number of
possible buyers under the foregoing laws. In connection with any private sale
or other disposition of any part of the Pledged Collateral which threatens to
decline speedily in value or which is of a type customarily sold on a
recognized market, and upon each such public sale, Lender may purchase all or
any of the Pledged Collateral being sold and may credit bid any portion or
all of the Pledge Obligations. Borrower agrees that Lender shall not have any
liability, direct or indirect, for any short-swing profits liability Borrower
incurs under Section 16(b) of the Exchange Act as a result of Lender's
disposition of all or any part of the Pledged Collateral and that a
disposition shall not be deemed made in bad faith or in a commercially
unreasonable manner for purposes of the California Uniform Commercial Code if
it gives rise to short-swing profits under Section 16(b) of the Exchange Act.

         17. DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or
any part of the Pledge Obligations, Lender may transfer all or any part of the
Pledged Collateral and Lender shall be fully discharged thereafter from all
liability and responsibility with respect to any of the foregoing so
transferred, and the transferee shall be vested with all the rights and assume
all Lender's obligations hereunder with respect to the foregoing so transferred;
but with respect to any Pledged Collateral not so transferred, Lender shall
retain all rights and powers herein given.

         18. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall reimburse
Lender for all out-of-pocket costs and expenses, including, without limitation,
reasonable attorneys' fees (including, without limitation, the reasonable
allocated cost of in-house legal counsel), expended or incurred by Lender to
enforce this Agreement (including, without limitation, those arising in
connection with the custody of, the sale of, or other action upon, any of the
Pledged Collateral or the failure by Borrower to perform or observe any of the
provisions hereof). All payments, advances, charges, costs and expenses,
including reasonable attorneys' fees and expert witness fees, made or incurred
by Lender in exercising any right, power or remedy conferred by this Agreement
or in the enforcement thereof, shall be paid to Lender by Borrower immediately
and without demand, together with interest at the rate of ten percent (10%) per
annum.

         19. INDEMNIFICATION. Borrower shall indemnify, defend and hold harmless
Lender, and its directors, officers, employees, agents and counsel against all
losses, claims, demands end liabilities of every kind caused by or relating to
the Pledged Collateral subject hereto, except for losses, claims, demands or
liabilities resulting from Lender's gross negligence or willful misconduct. To
the extent that the foregoing undertaking to indemnify, defend and hold harmless
may be unenforceable because it is violative of law or public policy, Borrower
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all indemnified matters
incurred by Lender or any of the other indemnified Persons described in this
Section 19. The foregoing undertaking shall survive the termination of this
Agreement.

         20. NOTICES. Unless otherwise provided herein, all notices, demands and
requests that either party is required or elects to give to the other shall be
in writing, shall be delivered personally against receipt, or sent by recognized
overnight courier service, or mailed by registered or certified mail, return
receipt requested, postage prepaid, or sent by telecopy, and shall be addressed
to the party to be notified as follows:

          If to Lender:    VantageMed Corporation
                           3017 Kilgore Rd., Suite 195
                           Rancho Cordova, CA 95670-6149
                           Attention: Paul W. Souza, Senior Vice President,
                                      Chief Financial Officer

          with copy to:    Gray Cary Ware & Freidenrich
                           400 Capitol Mall, Suite 2400
                           Sacramento, CA  95814
                           Attention: Kevin Coyle, Esq.
                           Telecopier: (916) 930-3201

          If to Borrower:  Richard W. Pendleton
                           1651 Geary Road
                           Walnut Creek, CA 94596
                           Telecopier: (925) 930-9981

                                                                              10

<PAGE>


          with copy to:    Paul, Hastings, Janofsky & Walker, LLP
                           345 California Street, 29 Floor
                           San Francisco, CA 94194
                           Attention: Thomas Geidt, Esq.
                           Telecopier: (415) 217-5333

or to such other address as each party may designate for itself by like notice.
Any such notice, demand, or request shall be deemed given when received if
personally delivered or sent by overnight courier or when deposited in the
United States mails, postage paid, if sent by registered or certified mail, or
when answer-back received, if sent by telecopier.

         21. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between Borrower and Lender with respect to the subject matter hereof
and supersedes all prior or contemporaneous negotiations, communications,
discussions and correspondence concerning the subject matter hereof. This
Agreement may be amended or modified only with the written consent of Lender.

         22. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of Borrower and Lender and their respective successors and assigns,
except that Borrower shall not have the right to assign his rights and
obligations hereunder or any interest herein without Lender's prior written
consent.

         23. CHOICE OF LAW AND VENUE. This Agreement shall be construed in
accordance with, and the rights of the parties shall be governed by, the law of
the State of California. BORROWER AND LENDER CONSENT TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA AND WAIVE ANY
OBJECTION RELATING TO IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF
ANY PROCEEDING BY SUCH COURT.

         24. SEVERABILITY. If any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

         25. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, when taken together, shall constitute but one and the same
agreement.

         26. SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, notwithstanding any
investigation made by Lender or any of its representatives or agents.

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

BORROWER:

                               /s/ Richard W. Pendleton
                              -----------------------------------------
                              Richard W. Pendleton

LENDER:                       VANTAGEMED CORPORATION
                              3017 Kilgore Rd., Ste. 180
                              Rancho Cordova, CA 95670-6149

                              By: /s/ Joel M. Harris
                                 ---------------------------------------
                                  Joel M. Harris

                              Title: President
                                     -----------------------------------

                                                                              11
<PAGE>


                                    EXHIBIT D

                              DESCRIPTION OF SHARES

     300,000 shares of common stock of VantageMed Corporation, a Delaware
corporation, as represented by Certificate No. VMD 64.









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