AMENDMENT NO. 2
TO AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT NO. 2, dated as of March 24, 1998 ("Amendment No. 2"), to that certain Agreement and Plan
of Reorganization, dated as of November 9, 1997 and amended as of February 26, 1998 (the "Agreement"), by
and between QuadraMed Corporation, a Delaware corporation ("QuadraMed") and Medicus Systems
Corporation, a Delaware corporation ("Medicus").
WHEREAS, the parties to the Agreement, pursuant to Section 7.4 of the Agreement, desire to amend the
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree to amend the Agreement pursuant to Section 7.4 of the Agreement as follows:
SECTION 1. Amendments to the Agreement.
Section 7.1(b) of the Agreement is amended by replacing the words "May 1, 1998 (or such later date as may be
agreed upon in writing by the parties hereto)" with "July 31, 1998 (or such later date as may be agreed upon in
writing by the parties hereto)".
SECTION 2. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof each reference in the Agreement to
"this Agreement," "the Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Agreement as amended by Section 1 hereof.
(b) Except as specifically amended above, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
SECTION 3. Execution and Counterparts. This Amendment No. 1 may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party hereto has executed, or caused its duly authorized officer to execu