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QUOVADX, INC.
 1997 STOCK PLAN
 As Amended and Restated Effective February 10, 2000 and
Amended Effective November 19, 2001 and
As Amended and Restated Effective April 23, 2004 and
As Amended and Restated Effective December 12, 2005
 1.
    
    Purposes of the Plan. The purposes of this Plan are:
 §
    
    to attract and retain the best available personnel for positions of
substantial responsibility,§
    
    to provide additional incentive to Employees, Directors and Consultants, and§
    
    to promote the success of the Companys business.
  2.
    
    Definitions. As used herein, the following definitions shall apply:
 Administrator
 Applicable Laws
 Award
 Award Agreement
 Board
 Cash Position
 Code




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Committee
 Common Stock
 Company
 Consultant
 Director
 Disability
 Earnings Per Share
 Employee
 Exchange Act
 Fair Market Value
 The Wall Street Journal
   Fiscal Year
 Incentive Stock Option
 - 2 -




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Net Income
 Nonstatutory Stock Option
 Officer
 Operating Cash Flow
 Operating Income
 Option
 Option Agreement
 Option Exchange Program
 Optioned Stock
 Optionee
 Parent
 Participant
 Performance Goals
 - 3 -




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Performance Period
 Performance Share
 Performance Unit
 Period of Restriction
 Plan
 Restricted Stock
 Return on Assets
 Return on Equity
 Return on Sales
 Revenue
 Rule 16b-3
 Section 16(b)
 Service Provider
 Share
 - 4 -




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Stock Appreciation Right SAR
 Subsidiary
 Total Stockholder Return
 3.
    
    Stock Subject to the Plan.
 Number of Shares
 Share Usage
   4.
    
    Administration of the Plan.
 Procedure
 Multiple Administrative Bodies
 - 5 -




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Section 162(m)
 Rule 16b-3
 Other Administration
 Powers of the Administrator
          - 6 -




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Effect of Administrators Decision
 Eligibility
 6.
    
    Stock Options.
 Limitations
       - 7 -




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Term of Option
 Option Exercise Price and Consideration
        - 8 -




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Exercise of Option
 Procedure for Exercise; Rights as a Shareholder
   Termination of Relationship as a Service Provider
 Disability of Participant
 - 9 -




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Death of Participant
 Buyout Provisions
 7.
    
    Restricted Stock.
 Grant of Restricted Stock
 Restricted Stock Agreement
 Transferability
 Other Provisions
 - 10 -




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General Restrictions
 Section 162(m) Performance Restrictions
 Removal of Restrictions
 Voting Rights
 Dividends and Other Distributions
 Return of Restricted Stock to Company
 8.
    
    Stock Appreciation Rights.
 Grant of SARs
 Number of Shares
 - 11 -




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Exercise Price and Other Terms
 SAR Agreement
 Expiration of SARs
 Payment of SAR Amount
    9.
    
    Performance Units and Performance Shares.
 Grant of Performance Units/Shares
 Value of Performance Units/Shares
 Performance Objectives and Other Terms
 - 12 -




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General Performance Objectives
 Section 162(m) Performance Objectives
 Earning of Performance Units/Shares
 Form and Timing of Payment of Performance Units/Shares
 Cancellation of Performance Units/Shares
 Non-Transferability of Awards
 - 13 -




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Leaves of Absence
 12.
    
    Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.
 Changes in Capitalization
 Dissolution or Liquidation
 Merger or Asset Sale
 - 14 -




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No Effect on Employment or Service
 Date of Grant
 Term of Plan
 - 15 -




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16.
    
    Amendment and Termination of the Plan.
 Amendment and Termination
 Shareholder Approval
 Effect of Amendment or Termination
 17.
    
    Conditions Upon Issuance of Shares.
 Legal Compliance
 Investment Representations
 Inability to Obtain Authority
 Reservation of Shares
 Shareholder Approval
 - 16 -