STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 9th day of November, 1997,
by and between QuadraMed Corporation, a Delaware corporation (the "Purchaser"), and the seller indicated on
the signature page hereto (the "Seller"), which Seller is a stockholder of Medicus Systems Corporation
WHEREAS, the Purchaser and Medicus expect to enter into a Merger Agreement simultaneously with the
execution of this Agreement (the "Merger Agreement") pursuant to which Medicus would be acquired by
Purchaser through a merger (the "Merger") of a wholly owned subsidiary of the Purchaser into Medicus, and
Medicus would become a wholly owned subsidiary of the Purchaser; and
WHEREAS, Purchaser has offered to Seller and certain other stockholders of Medicus to purchase their shares
of Medicus common stock, par value $.01 per share (the "Medicus Common Stock"), prior to the Merger on the
terms and conditions set forth herein; and
WHEREAS, Seller has agreed to sell shares of Medicus Common Stock to Purchaser on the terms and
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Medicus Common Stock.
1.1 Sale of Medicus Common Stock.
(a) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and
the Seller agrees to sell to the Purchaser at the Closing an amount of shares (as indicated on the signature page
hereto) of Medicus Common Stock (the "Shares") for the aggregate Purchase Price set forth in Section 1.1(b)
(b) The purchase price to be paid for each Share to be sold hereunder (the "Purchase Price") shall be $7.50, in
cash, without interest (the "Cash Consideration"), together with a warrant (the "Warrant"), in the form attached
hereto as Appendix A, entitling Seller to acquire .3125 shares of QuadraMed Common Stock for each share of
Medicus Common Stock sold hereunder, on the terms and conditions set forth therein.
(c) At the Closing