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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 1, 2007, is entered into by and among Quovadx, Inc., a Delaware corporation (the Company), Quartzite Holdings, Inc., a Delaware corporation (the Acquiror), and Quartzite Acquisition Sub, Inc., a Delaware corporation (the Acquiror Sub) (the Company, Acquiror and Acquiror Sub are individually hereinafter referred to as Party and collectively as the Parties).

W I T N E S S E T H:

WHEREAS, Acquiror Sub, upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (Delaware Law), will merge with and into Company (the Merger);

WHEREAS, the Boards of Directors of the Company, Acquiror and Acquiror Sub have determined that the Merger is advisable and fair to their respective companies and shareholders and approved and adopted this Agreement and the transactions contemplated hereby;

WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Acquirors and Acquiror Subs willingness to enter into this Agreement, certain directors and officers of the Company, who hold outstanding capital stock of the Company shall enter into a Voting Agreement in the form attached hereto as Exhibit A (the Voting Agreement);

WHEREAS, certain terms used in this Agreement are defined in Article XI;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger.

On the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time, Acquiror Sub shall be merged with and into the Company, with the Company being the surviving corporation (the Surviving Corporation) in the Merger. Upon consummation of the Merger, the separate corporate existence of Acquiror Sub shall cease, and the Surviving Corporation shall continue to exist as a Delaware corporation.

1.2 Closing.

Subject to the terms and conditions of this Agreement, the closing of the Merger (the Closing) shall take place at the offices of Hogan & Hartson L.L.P., located at One Tabor Center, 1200 Seventeenth Street, Suite 1500, Denver, Colorado 80202 (or at such other place as the Parties may designate in writing) at 10:00 a.m. (Mountain time) on a date to be specified by the Parties (the Closing Date), which date shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Parties hereto.

1.3 Effective Time; Closing Date.

Subject to the provisions of Section 1.2, as promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article IX, the Surviving Corporation shall cause the Merger to be consummated by filing the Certificate of Merger, attached hereto as Exhibit B (the Certificate of Merger), and any other appropriate documents with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing being the Effective Time).

1.4 Effect of the Merger.

At the Effective Time, the effect of the Merger shall be as set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Acquiror Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.5 Certificate of Incorporation; Bylaws.

(a) The certificate of incorporation of Acquiror Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, except that the corporate name of the Company shall become the corporate name of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.

(b) The bylaws of Acquiror Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.

1.6 Directors and Officers.

At the Effective Time, the officers and directors of Acquiror Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.

1.7 Taking of Necessary Action; Further Action.

If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Acquiror Sub, the officers and directors of the Company, Acquiror and Acquiror Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

ARTICLE II

MERGER CONSIDERATION; CONVERSION OF SECURITIES

2.1 Total Merger Consideration.

The aggregate consideration shall be an amount equal to One Hundred Thirty-Six Million Seven Hundred Thousand and No/100 Dollars ($136,700,000) consisting solely of cash (the Total Merger Consideration), as adjusted pursuant to Section 2.2.

2.2 Adjustment to the Total Merger Consideration. The Total Merger Consideration shall be subject to adjustment as follows:

(a) Not later than five (5) Business Days prior to the Closing, the Company shall prepare and deliver to Acquiror a statement signed by the Chief Executive Officer of the Company (the Closing Statement) calculating the Companys good faith estimate of the Closing Working Capital (the Estimated Closing Working Capital) and the amount, if any, by which the Estimated Closing Working Capital is less than the Low Threshold or greater than the High Threshold (together with supporting documentation used by the Company in calculating and preparing the Closing Statement and such other documentation as Acquiror shall reasonably request), which statement shall be prepared in accordance with GAAP consistently applied.

(b) During the five (5) Business Days prior to the Closing (the Confirmation Period), in addition to the access rights provided by Section 7.1 hereof, the Company shall (i) afford Acquiror through its officers, employees and representatives (including its legal advisors and accountants) full and free access to the Companys books and records including, but not limited to, the Companys accounts payable and accounts receivable, (ii) make available to Acquiror all employees involved in the preparation of the Closing Statement, and (iii) provide Acquiror with any other documentation or information reasonably requested to confirm the Closing Statement.

(c) During the Confirmation Period, the Company and Acquiror shall use commercially reasonable efforts to agree on a Closing Statement, which shall be deemed the Final Closing Statement and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The Closing Working Capital set forth on the Final Closing Statement shall hereinafter be referred to as the Final Working Capital.

(d) If the Final Working Capital is in the range of negative Nine Million Two Hundred Forty Thousand and No/100 Dollars (- $9,240,000) (the Low Threshold) and negative Seven Million Two Hundred Forty Thousand and No/100 Dollars (- $7,240,000) (the High Threshold) then there shall be no adjustment to the Total Merger Consideration. In the event that the Final Working Capital exceeds the High Threshold, the Total Merger Consideration shall be increased, at the Closing, by the amount of such excess, and in the event that Final Working Capital is less than the Low Threshold, the Total Merger Consideration shall be decreased, at the Closing, by the amount of such shortfall (in either case, the Closing Merger Consideration).

2.3 Effect on Capital Stock.

(a) As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror or Acquiror Sub or the shareholders thereof, all shares of common stock, par value $0.01 per share, of the Company (the Common Stock) issued and outstanding prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters rights as provided in Section 2.3(e) and shares to be cancelled pursuant to Section 2.3(d) hereof) shall be converted into the right to receive an amount of cash equal to the Per Share Merger Consideration, without interest.

(b) At the Effective Time, each option granted by the Company under the Companys 2006 Equity Incentive Plan, 1999 Director Option Plan or any other stock option plan or similar employee benefit plan or arrangement maintained or sponsored by the Company providing for equity compensation to any Person (collectively, the Company Equity Incentive Plans), other than the Company ESPP, or otherwise pursuant to certain inducement grants to purchase Common Stock (each a Company Option and collectively, the Company Options) that is outstanding and unexercised, as accelerated in accordance with Section 5.5(b), immediately prior the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any of the holders thereof, shall be cancelled and, if the Per Share Merger Consideration exceeds the per share exercise price of such Company Option (an "In-the-Money Option") such Company Option shall be converted into the right to receive, as soon as practicable thereafter but in any event within three (3) Business Days after the Effective Time, an amount of cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price of such In-the-Money Option (the Option Merger Consideration) minus any applicable withholding taxes. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.3(b), including the approval of any amendments to the Company Equity Incentive Plans and, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act. Further, the Company shall ensure that following the Effective Time no participant in the Company Equity Incentive Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary. Prior to the Effective Time, the Company shall take all actions necessary pursuant to the terms of the Companys Employee Stock Purchase Plan (the Company ESPP) to (i) shorten each currently ongoing purchase and/or offering period under the Company ESPP that extends beyond the Effective Time (the Current Offering(s)) such that a new purchase date for each such Current Offering shall occur prior to the Effective Time and shares of Common Stock shall be purchased by the Company ESPP participants prior to the Effective Time, and (ii) preclude the commencement of any new purchase or offering period. The Company shall take all actions necessary so that the Company ESPP shall terminate immediately prior to the earlier of (A) the day preceding the Effective Time and (B) the date upon which the Company ESPP terminates by its terms.

(c) Upon the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or the holders thereof, all Common Stock and the Company Options shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate (a Certificate) previously representing any such Common Stock and each agreement (an Option Agreement) previously representing any such Company Options shall thereafter represent only the right to receive the Per Share Merger Consideration or the Option Merger Consideration, as applicable. Payments made in respect of the Company Options shall be in full satisfaction of all obligations under the Company Equity Incentive Plans and the Option Agreements. If prior to the Effective Time, the Company should split or combine its common shares, or pay a dividend in common shares or other distribution in such common shares, then the Per Share Merger Consideration and Option Merger Consideration shall be appropriately adjusted to reflect such split, combination, dividend or distribution.

(d) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any holder thereof, and notwithstanding any other provision hereof that may be to the contrary, all Common Stock that is owned directly by Acquiror, Acquiror Sub or the Company (or held in the Companys treasury) shall be canceled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor.

(e) Notwithstanding any other provision hereof that may be to the contrary, any Shareholder who has not voted such shares in favor of the Merger and who has demanded or may properly demand appraisal rights in the manner provided by Section 262 of Delaware Law (Dissenting Shares) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of Delaware Law shall receive payment therefor from Acquiror in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the Per Share Merger Consideration, without interest thereon, as provided in this Section 2.3 of this Agreement. The Company shall give Acquiror prompt notice of any demands received by the Company for appraisal of any shares of Common Stock, and Acquiror shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Acquiror, make any payment with respect to, or settle or offer to settle, any such demands, with respect to any holder of Dissenting Shares before the Effective Time.

(f) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any holder thereof, each common share, par

value $0.001 per share, of Acquiror Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable common share, par value $0.001 per share, of the Surviving Corporation.

(g) All cash paid in respect of the surrender for exchange of shares of Common Stock in accordance with the terms hereof shall be deemed to be in full satisfaction of all rights pertaining to such shares of Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article.

ARTICLE III

EXCHANGE PROCEDURES

3.1 Acquiror to Make Funds Available.

At or prior to the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with a bank or trust company reasonably acceptable to the Company (the Exchange Agent), on a timely basis, if and when needed for the benefit of the holders of Certificates, the aggregate Closing Merger Consideration in cash sufficient for the Exchange Agent to make full payment of the Per Share Merger Consideration pursuant to Section 2.3 (the Exchange Fund). There shall be a written agreement between Acquiror and the Exchange Agent in which the Exchange Agent expressly undertakes, on reasonably customary terms, the obligation to pay the aggregate Per Share Merger Consideration as provided herein. The Company shall have a reasonable opportunity, but in any event at least five (5) Business Days, to review and comment on the agreement with the Exchange Agent prior to it being finalized.

3.2 Exchange.

(a) As soon as practicable, but no more than three (3) Business Days, after the Effective Time, provided that Company has cooperated to make the necessary information available thereto a sufficient time in advance, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration pursuant to this Agreement. Additionally, the Exchange Agent shall provide a form of the letter of transmittal to the Company prior to the Closing Date. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder (or any agent thereof) of such Certificate shall be entitled to receive promptly in exchange therefor a check or wire transfer (provided such holder shall be responsible for any wire transfer fees) payable to such holder (or any agent thereof) representing the amount of cash to which such holder shall have become entitled pursuant to the provisions of Article II hereof, and the Certificate so surrendered shall forthwith be canceled.

(b) As of the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Common Stock that were issued and outstanding immediately prior

to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Per Share Merger Consideration as provided in this Article III.

(c) Any portion of the Exchange Fund that remains unclaimed by the former Shareholders of the Company twelve (12) months after the Effective Time shall be returned to Acquiror. After such funds have been returned to Acquiror, any former Shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Acquiror for payment of the Per Share Merger Consideration deliverable in respect of each share of Common Stock such Shareholders hold as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Acquiror, the Company, the Exchange Agent or any other Person shall be liable to any former holder of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Acquiror, any Affiliate of Acquiror, any Affiliated Person or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Common Stock or the Company Options such amounts as Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under Delaware Law, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent and paid over to the appropriate taxing authority, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Common Stock or the Company Options in respect of whom such deduction and withholding were made by such Person.

(d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate (whether the record holder or any agent thereof) to be lost, stolen or destroyed, and, if required by Acquiror, the posting by such Person of a bond in such amount as Acquiror or may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a check representing the Per Share Merger Consideration deliverable to such holder (or any agent thereof) in respect thereof pursuant to this Agreement. If payment of the Per Share Merger Consideration is to be made to any Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar taxes required by reason of the payment of the Per Share Merger Consideration to any Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting Person, or shall establish to the reasonable satisfaction of Acquiror and the Exchange Agent that such tax has been paid or is not payable.