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EXHIBIT 10.21




CONSULTING AGREEMENT




     This Consulting Agreement (“Agreement”) is entered into and effective this
1st day of April, 2003 (the “Effective Date”) by and between Quovadx, Inc. a
Delaware corporation with principal offices at 6400 S. Fiddler’s Green Circle,
Suite 1000, Englewood, CO 80111 (“Quovadx”) and Compuflex International, a
California corporation with principal offices at 6303 Owensmouth Ave., 11th
Floor, Woodland Hills, CA 91367 (“Consultant”).



     In consideration of the mutual covenants and agreements hereafter set
forth, the parties agree as follows:




	1.	 	Duties of Consultant.





     a. Services. Consultant shall perform the services as may be requested
from time to time by Quovadx (“Services”) and described in each Statement of
Work executed by authorized representatives of both parties in the form set
forth in Exhibit A, attached hereto (“SOW”). Each executed SOW shall be
attached to this Agreement and made a part of this Agreement. In the event of
any conflict between the terms of this Agreement and any of those contained in
any SOW, this Agreement shall control. Upon request by Quovadx, Consultant
agrees to submit to Quovadx in a timely manner and in written or other tangible
form, any deliverables of Consultant’s work under this Agreement including,
without limitation, all deliverables listed in the SOWs and all assigned
Inventions as set forth in Section 6.b.



     b. Designated Representatives. Consultant shall appoint a Designated
Representative to all address matters relating to this Agreement Consultant
shall report directly to Quovadx’s Designated Representative and shall provide
Services in accordance with the SOWs and further instructions of Quovadx’s
Designated Representative, and with such reasonable instructions given to
Consultant by any other officer of Quovadx. Either party may at any time
change its Designated Representative by providing written notice of such change
in accordance with Section 12.d.



     c. Persons Providing Services. If Consultant is a corporation or other
business entity, the Services shall be provided by approved representatives or
such other employee(s) of Consultant who are approved by Quovadx in writing
prior to performing any of the Services. Consultant agrees that it shall be
responsible for a breach of this Agreement by any of its employees, agents
and/or contractors.


2. Compensation. The fees and expense reimbursements payable by Quovadx
and the payment terms of such fees and expense reimbursements shall be as set
forth in the applicable SOW. All fees and expense reimbursements provided for
in the SOWs are Consultant’s sole compensation for rendering the Services to
Quovadx. Consultant shall provide Quovadx with monthly invoices detailing the
applicable consulting hours and/or fees that are due under this Agreement,
along with any applicable itemized expenses and receipts for such expenses.
Quovadx agrees to pay approved invoices within forty-five (45) days following
their receipt.



3. Term/Termination. This Agreement shall commence on the Effective Date
and continue, unless terminated earlier pursuant to this Section 3, until the
latter of (i) two (2) months thereafter or (ii) so long as a SOW is in effect
and has not been completed. This Agreement may be terminated by Quovadx at any
time, with or without cause, by giving written notice of termination to
Consultant. In the event of such termination, Quovadx will be obligated to pay
Consultant any outstanding fees or expense reimbursements due under this
Agreement only for or in connection with such Services actually completed by
Consultant and reasonably acceptable to Quovadx as of the date of Quovadx’s
termination notice. Either party may terminate this Agreement if the other
party breaches a material provision of this Agreement and fails to cure such
breach within thirty (30) days (immediately in the case of a breach of Section
4) after receiving written notice describing the breach.





	4.	 	Confidentiality.





     a. Confidential Information. Consultant understands that Quovadx
possesses and will possess Confidential Information that is important to its
business. For purposes of this Agreement, “Confidential Information” is all
information that is disclosed to Consultant or that was or will be developed,
learned, created, or discovered by Consultant (or others) for or on behalf of
Quovadx, or that became or will become known by, or was or is conveyed to
Quovadx and has commercial value in Quovadx’s business, or that is developed at
Quovadx’s facilities or with use of Quovadx’s equipment. Confidential
Information includes, but is not limited to, Inventions (defined in Section
6.a) and information (and all tangible items in any form incorporating,
embodying or containing information) relating to (a) all client/customer lists,
vendor lists and all lists or other compilations containing client, customer or
vendor information; (b) information about products, proposed products,
research, product development, know-how, techniques, processes, costs, profits,
markets, marketing plans, strategies, forecasts, sales and commissions, and
unpublished information relating to technological and scientific developments;
(c) plans for future development and new product concepts; (d) all
manufacturing techniques or processes, documents, books, papers, drawings,
schematics, models, sketches, computer programs, databases, and other data of
any kind and descriptions including electronic data recorded or retrieved by
any means; (e) the compensation, performance and terms of employment of Quovadx
employees; (f) software in various stages of development, and any designs,
drawings, schematics, specifications, techniques, models, data, source code,
algorithms, object code, documentation, diagrams, flow charts, research and
development, processes and procedures relating to any software; and (g) all
other information that has been or will be given to Consultant in confidence by
Quovadx (or any affiliate) concerning Quovadx’s actual or anticipated business,
research or development, or that is received in confidence by or for Quovadx
from any other person or entity. Confidential Information does not include
information that Consultant can demonstrate by written documentation created in
the ordinary course of business, (i) is in the public domain through lawful
means that do not directly or indirectly result from any act or omission of
Consultant in breach of its obligations hereunder or (ii) was already
rightfully known to Consultant (other than in connection with this consulting
arrangement) without restriction on use or disclosure at the time of Quovadx’s
disclosure to Consultant.



     b. Non-Disclosure. Consultant understands that the consulting arrangement
creates a relationship of confidence and trust between Consultant and Quovadx
with regard to Confidential
Information. Consultant shall at all times, both during and after the
term of this Agreement for a period of [three (3)] years, keep the Confidential
Information in confidence and trust. Consultant shall not, without the prior
written consent of an authorized officer of



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Quovadx (i) copy, use or disclose
any Confidential Information, (ii) remove any Confidential Information from the
business premises of Quovadx, or (iii) deliver any Confidential Information to
any person or entity outside Quovadx. Notwithstanding the foregoing,
Consultant may use the Confidential Information solely to deliver the Services,
provided that Consultant’s employees have previously entered into written
agreements protecting third-party confidential information received by
Consultant and containing provisions at least as restrictive as those set forth
in this Section 4.




     c. Return of Confidential Information. Consultant agrees that upon
termination of this Agreement for any reason, completion of the Services, or
upon Quovadx’s request, Consultant shall promptly deliver to Quovadx all
Confidential Information, and any document or media that contains or reflects
Inventions (and all copies thereof), excepting only Consultant’s copy of this
Agreement.


5. Trading Restriction. Consultant is aware of the restrictions imposed by the
United States securities laws on the purchase or sale of securities by any
person who has received material, non-public information from the issuer of
such securities and on the communication of such information to any other
person. Consultant is aware that Quovadx is a publicly traded company, trading
on Nasdaq under the symbol “QVDX” and that Consultant will receive material
non-public information about Quovadx in the course of Consultant’s engagement
under this agreement. Consultant agrees that during the term of this agreement
and for a period of three months after its termination, Consultant will not
trade in Quovadx securities.





	6.	 	Ownership and License.





     a. Disclosure of Inventions. Consultant shall promptly disclose in
writing to Quovadx’s Designated Representative all “Inventions” (which term
includes patentable or non-patentable inventions, original works of authorship,
derivative works, trade secrets, technology, computer software, application
programming interfaces, ideas, discoveries, algorithms, protocols,
compositions, designs, formulas, processes, trademarks, service marks, patents,
copyrights, techniques, knowhow and data, and all improvements, rights, and
claims related to the foregoing) made, conceived, reduced to practice, or
developed by Consultant, either alone or jointly with others, that result from
any of the Services that Consultant has performed for Quovadx. Consultant
shall not disclose Inventions covered by this Section 6.a to any person outside
of Quovadx unless requested to do so by management personnel of Quovadx.



     b. Assignment of Inventions. Consultant agrees to irrevocably assign to
Quovadx, without further consideration, all right, title, and interest that
Consultant may presently have or acquire (throughout the United States and in
all foreign countries), free and clear of all liens and encumbrances, in and to
each Invention, including all Rights therein and thereto, which shall be the
sole property of Quovadx. “Rights” mean all patents, patent rights,
copyrights, mask work rights, trademark rights, trade secret rights, sui
generis database rights, and all other intellectual and industrial property and
proprietary rights of any kind in the Inventions that currently exist or may
exist in the future anywhere in the world.



     c. Cooperation. Consultant agrees to perform, during and after the term
of this Agreement, all acts deemed necessary or desirable by Quovadx to permit
and assist it, at Consultant’s hourly rate as listed in the Work Descriptions
(or, if no hourly rate is specified in the Work Descriptions, at such rate
Quovadx in its sole discretion deems reasonable), in evidencing, perfecting,
obtaining, maintaining, defending and enforcing Rights and/or Consultant’s
assignments herein. Such acts may include, but are not limited to, execution
of documents and assistance or cooperation in legal proceedings. Consultant
hereby irrevocably designates and appoints Quovadx and its duly authorized
officers and agents, as Consultant’s agents and attorneys-in-fact, with full
power of substitution, to act for and in behalf and instead of Consultant, to
execute and file any documents and to do all other lawfully permitted acts to
further the above purposes with the same legal force and effect as if executed
by Consultant.



     d. Moral Rights. Any assignment of copyright hereunder includes all
rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as “moral rights” (collectively, “Moral
Rights”). To the extent such Moral Rights cannot be assigned under applicable
law and to the extent the following is allowed by the laws in the various
countries where Moral Rights exist, Consultant hereby consents to any action of
Quovadx that would violate such Moral Rights in the absence of such consent.



     e. Non-Solicitation. Consultant agrees that for the term of this
Agreement as described in Section 3 and for a period of six (6) months
following any termination of this Agreement, Consultant shall not, for itself
or any third party, directly or indirectly divert or attempt to divert from
Quovadx (or any affiliate of it that might be formed) any business of any kind
in which Quovadx is engaged including, without limitation, the solicitation of
or interference with any of its customers, clients or vendors. During the term
of this Agreement and for one (1) year thereafter, Consultant shall not
encourage or solicit any employee or consultant of Quovadx (or any of its
affiliates) to leave Quovadx for any reason.



     f. License. If any Rights or Inventions assigned hereunder are based on,
or incorporate, or are improvements or derivatives of, or cannot be reasonably
made, used, modified, maintained, supported, reproduced and distributed or
otherwise fully exploited without using or violating technology or Rights owned
or licensed by Consultant and not assigned hereunder, Consultant hereby grants
Quovadx a perpetual, irrevocable, worldwide, fully paid-up, royalty-free,
nonexclusive, sublicensable right and license to exploit and exercise all such
technology and Rights in support of Quovadx’s exercise or exploitation of any
assigned Rights or Inventions. Such technology and Rights shall be set forth
in Exhibit B, attached hereto.


7. Independent
Contractor.  (i) Consultant shall act in the capacity of an
independent contractor with respect to Quovadx, and not as an employee or
authorized agent of Quovadx. Consultant shall not have any authority to enter
into contracts or binding commitments in the name or on behalf of Quovadx.
(ii) Consultant agrees, that no employee providing Services under this
Agreement shall have the status of an employee of Quovadx and none of
Consultant’s employees shall participate in any employee benefit plans or group
insurance plans or programs (including, but not limited to salary, bonus or
incentive plans, stock option or purchase plans, or plans pertaining to
retirement, deferred savings, disability, medical or dental) or any pension,
stock, bonus, profit-sharing, or other similar benefit program that Quovadx may
have for its employees, regardless of whether
Consultant’s employees are classified as an employees for any other purpose or
are otherwise eligible to participate in such plans; and (iii) Consultant is
solely responsible for all taxes, withholdings, and other similar statutory
obligations relating to Consultant’s employees including, without limitation,
Workers’




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Compensation Insurance, Unemployment Insurance, or State Disability
Insurance.



8. Representations and
Warranties. Consultant represents and warrants the
following: (i) Consultant’s performance of the Services and all terms of this
Agreement will not breach any agreement that Consultant has with another party
including, without limitation, any agreement to keep in confidence third party
proprietary information acquired by Consultant in confidence or trust; (ii)
Consultant is not and will not be bound by any agreement, nor has assumed or
will assume any obligation, which would in any way be inconsistent with the
Services to be performed by Consultant under this Agreement; (iii) in
performing the Services, Consultant will not use any third party confidential
or proprietary information, or infringe the Rights of another party, nor will
Consultant disclose to Quovadx, or bring onto Quovadx’s premises, or induce
Quovadx to use any third party confidential or proprietary information; (iv)
Consultant will abide by all applicable laws and Quovadx’s safety rules in the
course of performing the Services; (v) all of Consultant’s employees and
contractors, as applicable, performing any of the Services have executed
written non-disclosure, assignment of rights and other appropriate agreements
sufficient to protect the Confidential Information, and sufficient to allow
Consultant to grant the assignments and licenses to Quovadx as provided herein;
(vi) if Consultant’s work requires a license, it has obtained that license, and
that such license is in full force and effect and will remain in full force and
effect during the term of this Agreement; and (vii) the Services shall be
conducted with due diligence and performed with professional skill and care.



9. Indemnity. Consultant shall defend, indemnify and hold Quovadx and its
affiliates (and their respective employees, officers, directors and
representatives) harmless against any and all losses, liabilities, damages,
claims, demands and suits and related costs and expenses (including, without
limitation, reasonable attorneys’ fees and court costs) arising or resulting,
directly or indirectly, from (i) any act or omission of Consultant (its
employees or independent contractors) or Consultant’s (its employees’ or
independent contractors’) breach of any representation, warranty or covenant of
this Agreement, or (ii) infringement of any third-party intellectual property
rights by the Inventions and deliverables, Quovadx’s use of the Inventions and
deliverables or Consultant’s performance of the Services, and (iii) any failure
(alleged or actual) by Consultant to satisfy any of his tax or withholding
obligations for Consultant or any employee or individual retained by Consultant
to perform Services for Quovadx.



10. Insurance. During the term of this Agreement, Consultant shall maintain
insurance coverage as is customary in the industry for this type of engagement.



11. Limitation of
Liability.  NOTWITHSTANDING ANYTHING ELSE IN THIS
AGREEMENT OR OTHERWISE, NEITHER CONSULTANT NOR QUOVADX WILL BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. THE FOREGOING
LIMITATION DOES NOT APPLY TO BREACH OF OBLIGATIONS UNDER SECTIONS 4, 5, AND 9.





	12.	 	Miscellaneous.





     a. Governing Law; Severability; Remedies. Consultant agrees that any
dispute in the meaning, effect or validity of this Agreement shall be resolved
in accordance with the laws of the State of Colorado without regard to the
conflict of laws provisions thereof. The sole jurisdiction and venue for
actions related to the subject matter of the Agreement shall be the state and
federal courts in Denver, Colorado, and both parties hereby consent to such
jurisdiction and venue and waive all objections thereto. If any provision of
this Agreement is held to be illegal or unenforceable, such provision shall be
limited or excluded from this Agreement to the minimum extent required, and the
balance of the Agreement shall be interpreted as if such provision was so
limited or excluded and shall be enforceable in accordance with its terms.
Consultant recognizes that a violation of Sections 4 and 5 of this Agreement
could cause Quovadx irreparable harm, the amount of which may be extremely
difficult to estimate, thus, making any remedy at law inadequate.
Notwithstanding the above, Consultant agrees that Quovadx shall have the right
to apply to any court of competent jurisdiction for an order restraining any
breach or threatened breach of Sections 4 and 5 of this Agreement and for any
other relief Quovadx deems appropriate without being required to post any bond
or other security. This right shall be in addition to any other remedy
available to Quovadx in law or equity.



     b. Entire Agreement/Modifications; Assignment. This Agreement (together
with all executed SOWs and attached exhibits) contains the entire understanding
of the parties regarding its subject matter. This Agreement may only be
modified by a subsequent written agreement executed by authorized
representatives of both parties. This Agreement (together with all attached
exhibits) shall be binding upon Consultant, and inure to the benefit of the
parties hereto and their respective heirs, successors, assigns, and personal
representatives; provided, however, that Consultant shall not assign any of its
rights or delegate any of its duties hereunder without Quovadx’s prior written
consent and any attempted assignment or delegation will be void.



     c. Notices. All notices required or given under this Agreement shall be
addressed to the parties at the addresses shown in the “Notices” section of
each SOW (or such other address as may be provided by written notice in
accordance with this Section 12.c.) and shall be deemed given upon receipt (or,
if not received sooner, three (3) days after deposit in the U.S. mails) when
delivered by registered mail, postage pre-paid, return receipt requested, by
facsimile (with a confirmation copy sent by registered mail) or by commercial
overnight delivery service with tracking capabilities.



     d. Survival. The provisions of this Agreement that may be reasonably
interpreted as surviving its termination, including the applicable provisions
of Sections 3-8, 11 and 12, shall continue in effect after termination of this
Agreement. Quovadx is entitled to communicate Consultant’s obligations under
this Agreement to any future client or potential client of Consultant.



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date. All signed copies of this Agreement shall be deemed originals.




	 	 	 	 	 	 	 
	

	 	     QUOVADX, INC.:
	 	 	 	     CONSULTANT
	 
	 	 	 	 	 	 
	By:

	 	     /s/ Mark Rangell
	 	By:
	 	     /s/ Cory Isaacson
	

	 	

	 	 	 	

	

	 	     (Authorized Signature)
	 	 	 	     (Authorized Signature)
	 
	 	 	 	 	 	 
	

	 	     Mark Rangell
	 	 	 	     Cory Isaacson
	
	 	

	

	 	     Printed Name
	 	 	 	     Printed Name
	 
	 	 	 	 	 	 
	

	 	     Senior Vice President
	 	 	 	     President
	
	 	

	

	 	     Title
	 	 	 	      Title







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