QUALITY SYSTEMS, INC.



                            INDEMNIFICATION AGREEMENT



      This   Indemnification   Agreement  (this   "Agreement")  is  made  as  of

_____________,  by and between QUALITY SYSTEMS,  INC., a California  corporation

(the "Company"), and ____________ ("Indemnitee").



                                    RECITALS



      WHEREAS, the Company and Indemnitee recognize the increasing difficulty in

obtaining quality directors' and officers' liability insurance,  the significant

increases  in the  cost of such  insurance  and the  general  reductions  in the

coverage of such insurance;



      WHEREAS,  the Company and  Indemnitee  further  recognize the  substantial

increase in corporate  litigation in general,  subjecting officers and directors

to expensive  litigation risks at the same time as the availability and coverage

of cost effective liability insurance has been severely limited; and



      WHEREAS,  the Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve as officers and directors of

the Company and to indemnify  its  officers and  directors so as to provide them

with the maximum protection permitted by law.



      NOW, THEREFORE,  in consideration for Indemnitee's  services as an officer

or  director of the  Company  (as the case may be),  the Company and  Indemnitee

hereby agree as follows:



      1.    Indemnification.



            (a)    Third  Party   Proceedings.   The  Company  shall   indemnify

Indemnitee  if  Indemnitee is or was a party or is threatened to be made a party

to  any  threatened,  pending  or  completed  action,  suit,  proceeding  or any

alternative   dispute   resolution   mechanism,    whether   civil,    criminal,

administrative or investigative  (other than an action by or in the right of the

Company) by reason of the fact that  Indemnitee  is or was a director,  officer,

employee or agent of the Company, or any subsidiary of the Company, or by reason

of the fact that Indemnitee is or was serving at the request of the Company as a

director, officer, employee or agent of another corporation,  partnership, joint

venture,  trust or other  enterprise,  against  expenses  (including  reasonable

attorneys' fees and costs), judgments,  fines and amounts paid in settlement (if

such settlement is approved in advance by the Company,  which approval shall not

be  unreasonably  withheld)  actually and  reasonably  incurred by Indemnitee in

connection  with such action,  suit or proceeding  if  Indemnitee  acted in good

faith and in a manner Indemnitee  reasonably believed to be in or not opposed to

the best interests of the Company,  and, with respect to any criminal  action or

proceeding,  had  no  reasonable  cause  to  believe  Indemnitee's  conduct  was

unlawful. The termination of any action, suit or proceeding by judgment,  order,

settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,

shall not, of itself,  create a presumption  that Indemnitee did not act in good

faith  and in a manner  which  Indemnitee  reasonably  believed  to be



<PAGE>



in or not opposed to the best interests of the Company, and, with respect to any

criminal action or proceeding, had reasonable cause to believe that Indemnitee's

conduct was unlawful.



            (b)    Proceedings  By or in the Right of the  Company.  The Company

shall  indemnify  Indemnitee if Indemnitee is or was a party or is threatened to

be made a party to any threatened,  pending or completed action or suit by or in

the right of the Company or any  subsidiary of the Company to procure a judgment

in its  favor  by  reason  of the fact  that  Indemnitee  is or was a  director,

officer,  employee or agent of the Company, or any subsidiary of the Company, or

by reason of the fact that  Indemnitee  is or was  serving at the request of the

Company  as a  director,  officer,  employee  or agent of  another  corporation,

partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses

(including  reasonable  attorneys'  fees and costs) and,  to the fullest  extent

permitted by law, amounts paid in settlement actually and reasonably incurred by

Indemnitee in  connection  with the defense or settlement of such action or suit

if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed

to be in or not opposed to the best  interests  of the  Company,  except that no

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