Exhibit 10.2



 EXHIBIT 10.2 
 Note: Certain information has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. The locations of these omissions are indicated in the exhibit by the following markings: [**].  
 OMB Approval 
  

															
	 	 	 	 	 	 	 1. CONTRACT ID CODE
	 	Page of Pages
	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	 	 	 	 	 	 	1  	 	2    
	 2. AMENDMENT/MODIFICATION NO.
     Modification 05
	 	3. EFFECTIVE DATE
     See Block 16c    
	 	4. REQUISITION/PURCHASE REQ. NO.  
     N/A
	 	5. PROJECT NO. (If applicable)
	6. ISSUED BY                                    
                CODE	 	0493A	 	7. ADMINISTERED BY (If other than Item 6)	 	CODE	 	 	 	 
	 Department of Veterans
Affairs
 Center for Acquisition Innovation (049A1)
 Attn: Steve Santos
 810 Vermont Avenue, N.W.
 Washington, D.C. 20420
	 	  
 SAME AS BLOCK
6
	 	 	 	 	 	 
	 6. NAME AND ADDRESS OF CONTRACTOR (No. Street, county, State and
ZIP: Code)
 QuadraMed Corporation
 Attn: Ted Borris
 12110 Sunset Hills Road
 Suite 600
 Reston, VA
20190
	 	(4)	 	9A. AMENDMENT OF SOLICITATION NO.  

	 	 	 	9B. DATED (SEE ITEM 11)  

	 	 	 	10A. MODIFICATION OF CONTRACT/ORDER NO.  
     BPA 101-049A3H-005

	 	 	 	 	 
	  
 CODE
	 	  
 FACILITY CODE
  
	 	 X
	 	10B. DATED (SEE ITEM 13)  
     04/26/2005
  


 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS 
  
 The above numbered solicitation is amended as set
forth in Item 14. The hour and date specified for receipt of Offers                     is extended. x     is not extended.

 Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning one (1) copy of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter to telegram which includes a reference
to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATA SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment
you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and data specified.

  
  

	12.	ACCOUNTING AND APPROPRIATION DATA (If required) 

 N/A                                       
                              Obligation: N/A 
  
 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
CONTRACTS/ORDERS, 
 IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. 
  

					
	 (4)
	  	 A.    THIS CHANGE ORDER IS ISSUED PURSUANT TO:
(Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
  
	  	
	 	 	
	 	  	 B.    THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
  
	  	
	 	 	
	 	  	 C.    THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
OF:
  
	  	
	 	 	
	 x
	  	 D.    OTHER (Specify type of modification and authority)
 FAR 52.243-1, Changes
	  	
	 
	 E. IMPORTANT: Contractor      is not, x is required to sign this document and return 1 cop(y)ies to the issuing office.
  


 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract
subject matter where feasible.) 
 Project Title: VA EPS Standardized Technology 
 See continuation on Page 2 of 2 for details. 
  

							
	15A. NAME AND TITLE OF SINGER (Type or print)	  	 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type
or print)
  
 PHYLLIS JACKSON
 Contracting Officer
  

	15B. CONTRACTOr/OFFEROR	  	15C. DATE SIGNED	  	16B. UNITED STATES OF AMERICA	  	16C. DATE SIGNED
	 	 	 	 
	         ____________________________
 (Signature of person authorized to sign
	  	 	  	 BY  ______________________________
 (Signature of Contracting Officer
	  	 
	NSN 7540-01-152-8070	  	30-105	  		  	STANDARD FORM 30 (REV. 10-83)
	PREVIOUS EDITION UNUSABLE	  	Computer Generated	  		  	Prescribed by GSA








 PAGE 2 of 2 
 BPA 101-049A3-005 
 Modification 05 
 The purpose of this modification is to reflect the changes made to the pricing structure of this BPA. 
  

	 	1.	In accordance with contractor’s proposal dated October 7, 2007 and Order No. 776-C80084, the BPA pricing list is hereby changed to a 5-tier pricing structure, as
detailed below. This 5-tier pricing structure hereby replaces the 3-Tier pricing structure in its entirety, and is effective as of November 15, 2007. 

  

			
	 Pricing Tiers – FY08

		
	XS	  	[**]
		
	S	  	[**]
		
	M	  	[**]
		
	L	  	[**]
		
	XL	  	[**]
	
	The cost for an additional VIP license to be added to a parent facility
license is $ [**] per site
	
	 Pricing Tiers – FY09

		
	XS	  	[**]
		
	S	  	[**]
		
	M	  	[**]
		
	L	  	[**]
		
	XL	  	[**]
	
	The cost for an additional VIP license to be added to a parent facility
license is $ [**] per site
	
	 Pricing Tiers – FY10

		
	XS	  	[**]
		
	S	  	[**]
		
	M	  	[**]
		
	L	  	[**]
		
	XL	  	[**]
	
	The cost for an additional VIP license to be added to a parent facility
license is $ [**] per site









	 	2.	This 5-tier pricing structure eliminates the distinction between the EPS and VIP based on the site’s EPS facility size as detailed below: 

  

					
	 VISN
	  	 Facility/Site
	  	 Facility Size

	 1
	  	 VA NEW ENGLAND HEALTHCARE SYSTEM
	  	
	 1
	  	 BEDFORD
	  	XS
	 1
	  	 BOSTON
	  	S (+1)
	 1
	  	 BOSTON
	  	
	 1
	  	 WEST ROXBURY
	  	
	 1
	  	 MANCHESTER
	  	XS
	 1
	  	 NORTHAMPTON
	  	XS
	 1
	  	 PROVIDENCE
	  	XS
	 1
	  	 TOGUS
	  	XS
	 1
	  	 WEST HAVEN
	  	S
	 1
	  	 WHITE RIVER JCT
	  	XS
	 1
	  	 VISN 1 CODING POOL (AUGUSTA, ME)
	  	
	 2
	  	 VA HEALTHCARE NETWORK UPSTATE NEW YORK
	  	XL (+4)
	 2
	  	 ALBANY
	  	
	 2
	  	 BATH
	  	
	 2
	  	 BUFFALO
	  	
	 2
	  	 CANANDAIGUA
	  	
	 2
	  	 SYRACUSE
	  	
	 3
	  	 VA NY/NJ VETERANS HEALTHCARE NETWORK
	  	
	 3
	  	 BRONX
	  	XS
	 3
	  	 N.Y, HARBOR HCS
	  	M
	 3
	  	 MONTROSE VA HUDSON HCS NY
	  	XS
	 3
	  	 NORTHPORT
	  	S
	 3
	  	 EAST ORANGE
	  	S
	 4
	  	 VA STARS & STRIPES HEALTHCARE NETWORK
	  	
	 4
	  	 JAMES EVAN ZANDT VAMC
	  	XS
	 4
	  	 BUTLER
	  	XS
	 4
	  	 CLARKSBURG
	  	XS
	 4
	  	 COATESVILLE
	  	XS
	 4
	  	 ERIE
	  	XS
	 4
	  	 LEBANON
	  	XS
	 4
	  	 PHILADELPHIA
	  	S
	 4
	  	 PITTSBURGH-UNIV DR
	  	S
	 4
	  	 WILKES BARRE
	  	S
	 4
	  	 WILMINGTON
	  	XS
	 5
	  	 VA CAPITOL HEALTHCARE NETWORK
	  	
	 5
	  	 MARTINSBURG
	  	S
	 5
	  	 WASHINGTON
	  	S
	 5
	  	 BALTIMORE
	  	M
	 6
	  	 VA MID-ATLANTIC HEALTHCARE NETWORK
	  	
	 6
	  	 ASHEVILLE-OTEEN
	  	XS
	 6
	  	 BECKLEY
	  	XS
	 6
	  	 DURHAM
	  	S
	 6
	  	 FAYETTEVILLE NC
	  	S
	 6
	  	 HAMPTON
	  	XS
	 6
	  	 RICHMOND
	  	S
	 6
	  	 SALEM
	  	S
	 6
	  	 SALISBURY
	  	S
	 7
	  	 THE SOUTHEAST NETWORK
	  	
	 7
	  	 ATLANTA
	  	S
	 7
	  	 AUGUSTA
	  	S
	 7
	  	 BIRMINGHAM
	  	S
	 7
	  	 CHARLESTON
	  	S
	 7
	  	 COLUMBIA SC
	  	S
	 7
	  	 DUBLIN
	  	XS
	 7
	  	 MONTGOMERY (CAVHCS)
	  	S(+1)
	 7
	  	 MONTGOMERY
	  	
	 7
	  	 TUSKEGEE
	  	
	 7
	  	 TUSCALOOSA
	  	XS
	 8
	  	 VA SUNSHINE HEALTHCARE NETWORK
	  	
	 8
	  	 BAY PINES
	  	M
	 8
	  	 MIAMI
	  	S
	 8
	  	 N F US GA HCS
	  	L
	 8
	  	 ORLANDO
	  	S
	 8
	  	 SAN JUAN PR
	  	M
	 8
	  	 TAMPA
	  	XL
	 8
	  	 W PALM BEACH
	  	S
	 8
	  	 VISN 8 CAT
	  	
	 9
	  	 VA MID SOUTH HEALTHCARE NETWORK
	  	
	 9
	  	 HUNTINGTON
	  	S
	 9
	  	 LEXINGTON-LEESTOWN
	  	XS
	 9
	  	 LOUISVILLE
	  	S
	 9
	  	 MEMPHIS
	  	S
	 9
	  	 MOUNTAIN HOME
	  	S
	 9
	  	 VA MID TENN HCS NASH TN
	  	S
	 9
	  	 MID-SOUTH CUSTOMER ACCOUNT CENTER (MURF)
	  	
	 9
	  	 CONSOLIDATED CODING UNIT (CEREDO)
	  	
	 10
	  	 VA HEALTHCARE SYSTEM OF OHIO
	  	
	 10
	  	 CHILLICOTHE
	  	XS
	 10
	  	 CINCINNATI
	  	S
	 10
	  	 CLEVELAND-WADE PARK
	  	L
	 10
	  	 COLUMBUS-10C
	  	XS
	 10
	  	 DAYTON
	  	S
	 11
	  	 VETERANS IN PARTNERSHIP
	  	
	 11
	  	 ANN ARBOR HCS
	  	XS
	 11
	  	 BATTLE CREEK
	  	XS
	 11
	  	 DETROIT VAMC
	  	S
	 11
	  	 ILLIANA HCS DANVILLE IL
	  	XS
	 11
	  	 INDIANAPOLIS-10TH ST
	  	S
	 11
	  	 NORTHERN INDIANA HCS
	  	XS
	 11
	  	 SAGINAW
	  	XS
	 11
	  	 VISN 11 - CONSOLIDATED CODING POOL
	  	
	 12
	  	 VA GREAT LAKES HEALTH CARE SYSTEM
	  	
	 12
	  	 HINES
	  	S
	 12
	  	 IRON MOUNTAIN
	  	XS
	 12
	  	 MADISON
	  	XS
	 12
	  	 MILWAUKEE
	  	S
	 12
	  	 NORTH CHICAGO
	  	XS
	 12
	  	 TOMAH
	  	XS
	 12
	  	 VA CHICAGO HCS
	  	S(+1)









					
	 VISN
	  	 Facility/Site
	  	 Facility Size

	 12
	  	 CHICAGO JESSE BROWN
	  	
	 12
	  	 CHICAGO LS
	  	
	 12
	  	 PATIENT FINANCIAL SERVICES CENTER
	  	
	 15
	  	 VA HEARTLAND NETWORK
	  	
	 15
	  	 VA HEARTLAND-E VH MO
	  	L (+3)
	 15
	  	 KANSAS CITY
	  	
	 15
	  	 MARION (IL)
	  	
	 15
	  	 POPLAR BLUFF
	  	
	 15
	  	 ST. LOUIS
	  	
	 15
	  	 VAMC HEARTLAND-W KANSAS MO
	  	L (+3)
	 15
	  	 COLUMBIA (MO)
	  	
	 15
	  	 TOPEKA
	  	
	 15
	  	 LEAVENWORTH
	  	
	 15
	  	 WICHITA
	  	
	 16
	  	 SOUTH CENTRAL VA HEALTH CARE NETWORK
	  	
	 16
	  	 ALEXANDRIA
	  	XS
	 16
	  	 FAYETTEVILLE AR
	  	S
	 16
	  	 GULF COAST HCS
	  	S
	 16
	  	 HOUSTON
	  	M
	 16
	  	 JACKSON
	  	S
	 16
	  	 LITTLE ROCK
	  	S
	 16
	  	 MUSKOGEE
	  	S
	 16
	  	 NEW ORLEANS
	  	S
	 16
	  	 OKLAHOMA CITY
	  	S
	 16
	  	 SHREVEPORT
	  	S
	 17
	  	 VA HEART OF TEXAS HEALTH CARE NETWORK
	  	
	 17
	  	 SAN ANTONIO
	  	M
	 17
	  	 VA CENTRAL TEXAS HCS
	  	M (+1)
	 17
	  	 CENTRAL TEXAS HEALTHCARE SYSTEM
	  	
	 17
	  	 MARLIN
	  	
	 17
	  	 DALLAS
	  	L
	 18
	  	 VA SOUTHWEST HEALTH CARE NETWORK
	  	
	 18
	  	 AMARILLO HCS
	  	XS
	 18
	  	 NEW MEXICO HCS
	  	S
	 18
	  	 EL PASO HCS
	  	XS
	 18
	  	 NORTHERN ARIZONA HCS
	  	XS
	 18
	  	 PHOENIX
	  	S
	 18
	  	 SOUTHERN ARIZONA HCS
	  	S
	 18
	  	 WEST TEXAS HCS
	  	XS
	 19
	  	 ROCKY MOUNTAIN NETWORK
	  	
	 19
	  	 CHEYENNE
	  	XS
	 19
	  	 DENVER
	  	S (+1)
	 19
	  	 DENVER
	  	
	 19
	  	 FORT LYON
	  	
	 19
	  	 FORT HARRISON
	  	XS (+1)
	 19
	  	 FORT HARRISON
	  	
	 19
	  	 MILES CITY
	  	
	 19
	  	 GRAND JUNCTION
	  	XS
	 19
	  	 SALT LAKE CITY HTHCARE
	  	S
	 19
	  	 SHERIDAN
	  	XS
	 20
	  	 NORTHWEST NETWORK
	  	
	 20
	  	 ALASKA HCS 8 RO
	  	XS
	 20
	  	 BOISE
	  	XS
	 20
	  	 PORTLAND
	  	S
	 20
	  	 PUGET SOUND HCS
	  	M
	 20
	  	 VA ROSEBURG HCS
	  	XS
	 20
	  	 S.ORG REHAB WHITE CITY
	  	XS
	 20
	  	 SPOKANE
	  	XS
	 20
	  	 WALLA WALLA
	  	XS
	 21
	  	 SIERRA PACIFIC NETWORK
	  	
	 21
	  	 CENTRAL CALIFORNIA HCS
	  	XS
	 21
	  	 HONOLULU
	  	XS
	 21
	  	 NCHC MARTINEZ
	  	S
	 21
	  	 PALO ALTO
	  	S
	 21
	  	 SAN FRANCISCO
	  	S
	 21
	  	 SIERRA NEVADA HCS
	  	XS
	 22
	  	 DESERT PACIFIC HEALTHCARE NETWORK
	  	
	 22
	  	 VA SOUTHERN NEVADA HCS
	  	S
	 22
	  	 VA LONG BEACH HCS CA
	  	S
	 22
	  	 LOMA LINDA
	  	S
	 22
	  	 VA SAN DIEGO HCS CA
	  	S
	 22
	  	 GREATER LA HCS
	  	M
	 23
	  	 VA MIDWEST HEALTH CARE NETWORK
	  	
	 23
	  	 FARGO
	  	XS
	 23
	  	 SIOUX FALLS
	  	XS
	 23
	  	 ST CLOUD
	  	XS
	 23
	  	 FORT MEADE
	  	XS
	 23
	  	 MINNEAPOLIS
	  	M
	 23
	  	 VA NEB-WESTERN IA HCS
	  	L (+4)
	 23
	  	 CENTRALIA
	  	
	 23
	  	 IOWA CITY
	  	
	 23
	  	 GRAND ISLAND
	  	
	 23
	  	 LINCOLN
	  	
	 23
	  	 OMAHA
	  	
	 CBO
	  	 MACPAC
	  	L

  

	3.	All other terms and conditions remain unchanged. 

 In consideration of the
modification agreed to herein as complete equitable adjustment for the work described in the modification, the Contractor hereby releases the Government from any and all liability under this contract for further equitable adjustments attributable to
such facts or circumstances giving rise to the proposal for adjustment. 
 ////////////////////////////////////////////////////END OF
MODIFICATION/////////////////////////////////////////////////