QUADRAMED CORP
QUADRAMED CORPORATION FORM 10-Q - 03-31-03 EXH. 10.71
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<TYPE>EX-10
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<FILENAME>retentionagreementwilstead2.txt
<DESCRIPTION>QUADRAMED CORPORATION FORM 10-Q - 03-31-03 EXH. 10.71
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                                                                EXHIBIT 10.71


March 3, 2003


VIA HAND-DELIVERY
-----------------

Michael S. Wilstead


 	RE:	Key Employee Retention Agreement
            --------------------------------

Dear Michael:

As a key employee of QuadraMed Corporation ("QuadraMed"), you are essential to
implementing the very recently adopted strategy of QuadraMed that includes
selling the company and/or its assets or filing a plan of reorganization under
Chapter 11 (the "Strategic Event").   In this difficult situation, QuadraMed
wants to encourage your continued employment and commitment to QuadraMed
through the Strategic Event.

Because QuadraMed wishes for you to remain employed with us through the
Strategic Event, The Special Committee to the Board of Directors has approved
offering you the following special incentive agreement ("Agreement"):

                        QuadraMed's Commitments to You

                        ------------------------------
   o Provided you comply with Your Commitments to Us, set forth below, QuadraMed
     will pay you an amount equal to $450,000.00 (the "Retention Payment") as
     follows: (1) 25% of the Retention Payment ($112,500) on the date the
     Company's common stock is delisted from NASDAQ (the "Delisting Event"); (2)
     25% of the Retention Payment ($112,500) upon the earlier of three months
     from the Delisting Event or the announcement of a filing of a plan of
     reorganization under Chapter 11; and 50% of your Retention Payment
     ($225,000) upon the earlier of (i) relisting of the Company's common stock
     with NASDAQ or an automated over the counter exchange; (ii) the closing
     date of the sale of the Company and/or assets; (iii) the closing date of
     the sale of the division of the Company you are employed with; or (iv) the
     emergence of the company and/or its assets from a plan of reorganization
     under Chapter 11.  All amounts paid to you hereunder will be made less
     withholdings required by law.


<PAGE>

Michael Wilstead
March 3, 2003
Page 2

   o QuadraMed will continue your employment under currently existing terms
     during your employment.  Between now and the completion of the term of this
     Agreement, QuadraMed shall only terminate your employment for cause, which
     includes, but is not limited to, your failure to comply with any of your
     obligations set forth under Your Commitments to Us, QuadraMed's Code of
                                 ----------------------
     Conduct, and QuadraMed's Employment Agreements re: Proprietary Information
     and Inventions and Arbitration of Employment Disputes.


                             Your Commitments to Us.
                             ----------------------

   o You shall cooperate with QuadraMed and use your best efforts to assist the
     company in completing the Strategic Event.

   o You shall continue to perform the duties assigned to you during your
     employment.

   o You agree not to disclose or use - for your benefit or for the benefit of
     any other person, corporation, or entity - any of QuadraMed's confidential
     or proprietary information, including but not limited to QuadraMed's
     business plans and customer information. Your duty to maintain
     confidentiality under this paragraph is a material aspect of this letter
     agreement, and unless you agree to this, QuadraMed would not be offering
     the incentives set forth above under QuadraMed's Commitments to You.


                                  Arbitration
                                  -----------

Both you and QuadraMed agree that any dispute which may arise under this
Agreement shall be resolved by submission to final and binding arbitration held
in Reston, Virginia under the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association then existing, and judgment on
any arbitration award may be entered in any court of competent jurisdiction.


<PAGE>

Michael Wilstead
March 3, 2003
Page 3

If you agree to the terms of this Agreement, please sign in the space indicated
below on both duplicate originals of this letter agreement, and return one to
Katie Wargnier.  By signing below, you agree that this Agreement contains the
complete terms of our understanding with respect to the obligations of
QuadraMed and you regarding the implementation of the Strategic Event.


                                       Sincerely,



                                       Lawrence P. English
                                       Chairman and Chief Executive Officer


BY SIGNING THIS LETTER, I ACKNOWLEDGE THAT I HAVE READ ITS CONTENTS; I
UNDERSTAND IT; AND I AGREE TO COMPLY WITH ITS TERMS.



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								       Date


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