VANTAGEMED CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>vc6140ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         This Registration Rights Agreement (the "Agreement") is made and
entered into as of this 9th day of June, 2006 by and among VantageMed
Corporation, a Delaware corporation (the "Company"), and the "Investors" named
in that certain Purchase Agreement by and among the Company and the Investors
(the "Purchase Agreement").

         The parties hereby agree as follows:

         1.       CERTAIN DEFINITIONS.
                  -------------------

         As used in this Agreement, the following terms shall have the following
meanings:

         "Affiliate" means, with respect to any person, any other person which
directly or indirectly controls, is controlled by, or is under common control
with, such person.

         "Business Day" means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business.

         "Common Stock" shall mean the Company's common stock, par value $0.001
per share, and any securities into which such shares may hereinafter be
reclassified.

         "Investors" shall mean the Investors identified in the Purchase
Agreement and any Affiliate or permitted transferee of any Investor who is a
subsequent holder of any Warrants or Registrable Securities.

         "Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

         "Register," "registered" and "registration" refer to a registration
made by preparing and filing a Registration Statement or similar document in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

         "Registrable Securities" shall mean (i) the Shares, (ii) the Warrant
Shares and (iii) any other securities issued or issuable with respect to or in
exchange for Registrable Securities; provided, that, a security shall cease to
be a Registrable Security upon (A) sale pursuant to a Registration Statement or
Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by
the Investors pursuant to Rule 144(k).

         "Registration Statement" shall mean any registration statement of the
Company filed under the 1933 Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such
Registration Statement.

         "Required Investors" means the Investors holding a majority of the
Registrable Securities.

         "SEC" means the U.S. Securities and Exchange Commission.

         "Shares" means the shares of Common Stock issued pursuant to the
Purchase Agreement.

         "Transaction Documents" means this Agreement, the Warrants and the
Purchase Agreement.

         "1933 Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

         "1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

         "Warrants" means, collectively, the Series C warrants to purchase
shares of Common Stock issued to the Investors pursuant to the Purchase
Agreement, the form of which is attached to the Purchase Agreement as Exhibit A
and the Series D warrants to purchase shares of Common Stock issued to the
Investors pursuant to the Purchase Agreement, the form of which is attached to
the Purchase Agreement as Exhibit B.

<PAGE>

         "Warrant Shares" means the shares of Common Stock issuable upon the
exercise of the Warrants.

         2.       REGISTRATION.
                  ------------

                  (a)      Registration Statements.
                           -----------------------

                           (i)      Promptly following the closing of the
purchase and sale of the securities contemplated by the Purchase Agreement (the
"Closing Date") but no later than sixty (60) days after the Closing Date (the
"Filing Deadline"), the Company shall prepare and file with the SEC one
Registration Statement on Form SB-2 (or on such form of registration statement
as is then available to effect a registration for resale of the Registrable
Securities, subject to the Required Investors' consent), covering the resale of
the Registrable Securities in an amount at least equal to the Shares and the
Warrant Shares. Such Registration Statement shall include the plan of
distribution attached hereto as Exhibit A. Such Registration Statement also
shall cover, to the extent allowable under the 1933 Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities. The Company
shall (i) not permit any securities other than the Registrable Securities to be
included in the Registration Statement. The Company shall use its reasonable
best efforts to obtain from each person who now has piggyback registration
rights a waiver of those rights with respect to the Registration Statement. The
Registration Statement (and each amendment or supplement thereto, and each
request for acceleration of effectiveness thereof) shall be provided in
accordance with Section 3(c) to the Investors and their counsel prior to its
filing or other submission. If a Registration Statement covering the Registrable
Securities is not filed with the SEC on or prior to the Filing Deadline, the
Company will make pro rata payments to each Investor, as liquidated damages and
not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by
such Investor for each 30-day period or pro rata for any portion thereof
following the Filing Deadline for which no Registration Statement is filed with
respect to the Registrable Securities. Such payments shall be in partial
compensation to the Investors, and shall not constitute the Investors' exclusive
remedy for such events. Such payments shall be made to each Investor in cash or
in registered Common Stock valued at the original purchase price as adjusted for
any stock splits and the like. Liquidated damages payable by the Company
pursuant to this provision shall be payable on the first (1st) business day of
each thirty (30) day period following the event date. Notwithstanding anything
to the contrary contained herein, in no event shall any liquidated damages be
payable with respect to the Warrants or the Warrant Shares.

                           (ii)    Upon the written demand of any Investor and
upon any change in the Warrant Price (as defined in the Warrant) such that
additional shares of Common Stock become issuable upon the exercise of the
Warrants, the Company shall prepare and file with the SEC one or more
Registration Statements on Form SB-21 or amend the Registration Statement filed
pursuant to clause (i) above, if such Registration Statement has not previously
been declared effective (or on such form of registration statement as is then
available to effect a registration for resale of such additional shares of
Common Stock (the "Additional Shares"), subject to the Required Investors'
consent) covering the resale of the Additional Shares, but only to the extent
the Additional Shares are not at the time covered by an effective Registration
Statement. Such Registration Statement also shall cover, to the extent allowable
under the 1933 Act and the rules promulgated thereunder (including Rule 416),
such indeterminate number of additional shares of Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to the
Additional Shares. The Company shall use its reasonable best efforts to obtain
from each person who now has piggyback registration rights a waiver of those
rights with respect to such Registration Statement. The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c) to the
Investors and their counsel prior to its filing or other submission. If a
Registration Statement covering the Additional Shares is required to be filed
under this Section 2(a)(ii) and is not filed with the SEC within ten (10)
Business Days of the request of any Investor or upon the occurrence of any of
the events specified in this Section 2(a)(ii), the Company will make pro rata
payments to each Investor, as liquidated damages

<PAGE>

and not as a penalty, in an amount equal to 1.0% of the aggregate amount
invested by such Investor for each 30-day period or pro rata for any portion
thereof following the date by which such Registration Statement should have been
filed for which no Registration Statement is filed with respect to the
Additional Shares. Such payments shall be in partial compensation to the
Investors, and shall not constitute the Investors' exclusive remedy for such
events. Such payments shall be made to each Investor in cash or in registered
Common Stock valued at the original purchase price as adjusted for any stock
splits and the like, in the Company's discretion. Liquidated damages payable by
the Company pursuant to this provision shall be payable on the first (1st)
business day of each thirty (30) day period following the event date.
Notwithstanding anything to the contrary contained herein, in no event shall any
liquidated damages be payable with respect to the Warrants or the Warrant
Shares.

                           (iii)    Promptly following the date (the
"Qualification Date") upon which the Company becomes eligible to use a
registration statement on Form S-3 to register the Registrable Securities or
Additional Shares, as applicable, for resale, but in no event more than ten (10)
days after the Qualification Date (the "Qualification Deadline"), the Company
shall file a registration statement on Form S-3 covering the Registrable
Securities or Additional Shares, as applicable (or a post-effective amendment on
Form S-3 to the registration statement on Form S-2) (a "Shelf Registration
Statement") and shall use commercially reasonable efforts to cause such Shelf
Registration Statement to be declared effective as promptly as practicable
thereafter. If a Shelf Registration Statement covering the Registrable
Securities is not filed with the SEC on or prior to the Qualification Deadline,
the Company will make pro rata payments to each Investor, as liquidated damages
and not as a penalty, in an amount equal to 1.0% of the aggregate amount
invested by such Investor for each 30-day period or pro rata for any portion
thereof following the date by which such Shelf Registration Statement should
have been filed for which no such Shelf Registration Statement is filed with
respect to the Registrable Securities or Additional Shares, as applicable. Such
payments shall be in partial compensation to the Investors, and shall not
constitute the Investors' exclusive remedy for such events. Such payments shall
be made to each Investor in cash or in registered Common Stock valued at the
original purchase price as adjusted for any stock splits and the like, in the
Company's discretion. Liquidated damages payable by the Company pursuant to this
provision shall be payable on the first (1st) business day of each thirty (30)
day period following the event date. Notwithstanding anything to the contrary
contained herein, in no event shall any liquidated damages be payable with
respect to the Warrants or the Warrant Shares.

                  (b)      Expenses.  The Company will pay all expenses
                           --------
associated with each registration, including filing and printing fees, the
Company's counsel and accounting fees and expenses, costs associated with
clearing the Registrable Securities for sale under applicable state securities
laws, listing fees, fees and expenses of one counsel to the Investors and the
Investors' reasonable expenses in connection with the registration, but
excluding discounts, commissions, fees of underwriters, selling brokers, dealer
managers or similar securities industry professionals with respect to the
Registrable Securities being sold.

                  (c)      Effectiveness.
                           -------------

                           (i)      The Company shall use commercially
reasonable efforts to have the Registration Statement declared effective within
60 days after the date the Registration Statement is filed with the SEC (or if
reviewed by the SEC, 90 days after the date filed). The Company shall notify the
Investors by facsimile or e-mail as promptly as practicable, and in any event,
no later than the effective time of the Registration Statement is declared
effective and shall simultaneously provide the Investors with copies of any
related Prospectus to be used in connection with the sale or other disposition
of the securities covered thereby. If (A)(x) a Registration Statement covering
the Registrable Securities is not declared effective by the SEC prior to the
earlier of (i) five (5) Business Days after the SEC shall have informed the
Company that no review of the Registration Statement will be made or (ii) the
120th day after the Closing Date (the 150th day if the registration statement is
reviewed by the SEC), (y) a Registration Statement covering Additional Shares is
not declared effective by the SEC within ninety (90) days (120 days if the
registration statement is reviewed by the SEC) following the time

<PAGE>

such Registration Statement was required to be filed pursuant to Section
2(a)(ii) or (z) a Shelf Registration Statement is not declared effective by the
SEC within ninety (90) days after the Qualification Deadline (120 days if the
registration statement is reviewed by the SEC), or (B) after a Registration
Statement has been declared effective by the SEC, sales cannot be made pursuant
to such Registration Statement for any reason (including without limitation by
reason of a stop order, or the Company's failure to update the Registration
Statement), but excluding the inability of any Investor to sell the Registrable
Securities covered thereby due to market conditions and except as excused
pursuant to subparagraph (ii) below, then the Company will make pro rata
payments to each Investor, as liquidated damages and not as a penalty, in an
amount equal to 1.0% of the aggregate amount invested by such Investor for each
30- day period or pro rata for any portion thereof following the date by which
such Registration Statement should have been effective (the "Blackout Period").
Such payments shall be in partial compensation to the Investors, and shall not
constitute the Investors' exclusive remedy for such events. The amounts payable
as liquidated damages pursuant to this paragraph shall be paid monthly within
three (3) Business Days of the last day of each month following the commencement
of the Blackout Period until the termination of the Blackout Period. Such
payments shall be made to each Investor in cash.

                           (ii)     For not more than twenty (20) consecutive
days or for a total of not more than forty-five (45) days in any twelve (12)
month period, the Company may delay the disclosure of material non-public
information concerning the Company, by suspending the use of any Prospectus
included in any registration contemplated by this Section containing such
information, the disclosure of which at the time is not, in the good faith
opinion of the Company, in the best interests of the Company (an "Allowed
Delay"); provided, that the Company shall promptly (a) notify the Investors in
writing of the existence of (but in no event, without the prior written consent
of an Investor, shall the Company disclose to such Investor any of the facts or
circumstances regarding) material non-public information giving rise to an
Allowed Delay, (b) advise the Investors in writing to cease all sales under the
Registration Statement until the end of the Allowed Delay and (c) use
commercially reasonable efforts to terminate an Allowed Delay as promptly as
practicable. Notwithstanding the foregoing, it shall be deemed an Allowed Delay
during any such time as the Company is required to file a post-effective
amendment to the Registration Statement due to completion of a fiscal year end
and during such time as such post-effective amendment is under review by the
SEC.

         3.       COMPANY OBLIGATIONS. The Company will use commercially
                  -------------------
reasonable efforts to effect the registration of the Registrable Securities in
accordance with the terms hereof, and pursuant thereto the Company will, as
expeditiously as possible:

                  (a)      use commercially reasonable efforts to cause such
Registration Statement to become effective and to remain continuously effective
for a period that will terminate upon the earlier of (i) the date on which all
Registrable Securities covered by such Registration Statement as amended from
time to time, have been sold, and (ii) the date on which all Registrable
Securities covered by such Registration Statement may be sold pursuant to Rule
144(k) (the "Effectiveness Period") and advise the Investors in writing when the
Effectiveness Period has expired;

                  (b)      prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the period
specified in Section 3(a) and to comply with the provisions of the 1933 Act and
the 1934 Act with respect to the distribution of all of the Registrable
Securities covered thereby and file the final prospectus pursuant to Rule 424 of
the 1933 Act no later than the effective time of the Registration Statement on
the date the Registration Statement is declared effective by the SEC;

                  (c)      provide copies to and permit counsel designated by
the Investors to review each Registration Statement and all amendments and
supplements thereto no fewer than three (3) Business Days prior to their filing
with the SEC and not file any document to which such counsel reasonably objects;

<PAGE>

                  (d)      furnish to the Investors and their legal counsel
(i) promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company (but not later than two (2) Business Days after
the filing date, receipt date or sending date, as the case may be) one (1) copy
of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each
letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a Prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as each Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor that are
covered by the related Registration Statement;

                  (e)      use commercially reasonable efforts to (i) prevent
the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest
possible moment;

                  (f)      prior to any public offering of Registrable
Securities, use commercially reasonable efforts to register or qualify or
cooperate with the Investors and their counsel in connection with the
registration or qualification of such Registrable Securities for offer and sale
under the securities or blue sky laws of such jurisdictions requested by the
Investors and do any and all other commercially reasonable acts or things
necessary or advisable to enable the distribution in such jurisdictions of the
Registrable Securities covered by the Registration Statement; provided, however,
that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(f), (ii) subject itself
to general taxation in any jurisdiction where it would not otherwise be so
subject but for this Section 3(f), or (iii) file a general consent to service of
process in any such jurisdiction;

                  (g)      use commercially reasonable efforts to cause all
Registrable Securities covered by a Registration Statement to be listed on each
securities exchange, interdealer quotation system or other market on which
similar securities issued by the Company are then listed;

                  (h)      immediately notify the Investors, at any time when a
Prospectus relating to Registrable Securities is required to be delivered under
the 1933 Act, upon discovery that, or upon the happening of any event as a
result of which, the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and at the
request of any such holder, promptly prepare and furnish to such holder a
reasonable number of copies of a supplement to or an amendment of such
Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and

                  (i)      otherwise use commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC under the 1933 Act
and the 1934 Act, take such other actions as may be reasonably necessary to
facilitate the registration of the Registrable Securities hereunder; and make
available to its security holders, as soon as reasonably practicable, but not
later than the Availability Date (as defined below), an earnings statement
covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated
thereunder (for the purpose of this subsection 3(i), "Availability Date" means
the 45th day following the end of the fourth fiscal quarter that includes the
effective date of such Registration Statement, except that, if such fourth
fiscal quarter is the last quarter of the Company's fiscal year, "Availability
Date" means the 90th day after the end of such fourth fiscal quarter).

                  (j)      With a view to making available to the Investors the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell shares of Common Stock
to the public without registration, the Company covenants and agrees to: (i)
make and keep public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) six months after such date as all
of the Registrable Securities may be resold pursuant to Rule 144(k) or any other
rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold; (ii) file with the SEC in a timely manner all reports
and other documents required of the Company under the 1934 Act; and (iii)
furnish to each Investor upon request, as long as such Investor owns any
Registrable Securities, (A) a written statement by the Company that it has
complied with the reporting requirements of the 1934 Act, (B) a copy of the
Company's most recent Annual Report on Form 10-KSB or Quarterly Report on Form
10-QSB, and (C) such other information as may be reasonably requested in order
to avail such Investor of any rule or regulation of the SEC that permits the
selling of any such Registrable Securities without registration.

<PAGE>

         4.       DUE DILIGENCE REVIEW; INFORMATION. The Company shall make
                  ---------------------------------
available, during normal business hours, for inspection and review by the
Investors, advisors to and representatives of the Investors (who may or may not
be affiliated with the Investors and who are reasonably acceptable to the
Company), all financial and other records, all SEC Filings (as defined in the
Purchase Agreement) and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company's officers, directors and
employees, within a reasonable time period, to supply all such information
reasonably requested by the Investors or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or
submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling the
Investors and such representatives, advisors and underwriters and their
respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of such Registration
Statement.

         The Company shall not disclose material nonpublic information to the
Investors, or to advisors to or representatives of the Investors, unless prior
to disclosure of such information the Company identifies such information as
being material nonpublic information and provides the Investors, such advisors
and representatives with the opportunity to accept or refuse to accept such
material nonpublic information for review and any Investor wishing to obtain
such information enters into an appropriate confidentiality agreement with the
Company with respect thereto.

         5.       OBLIGATIONS OF THE INVESTORS.
                  ----------------------------

                  (a)      Each Investor shall furnish in writing to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect the registration of such Registrable
Securities and their qualification under applicable state securities laws, and
shall execute such documents in connection with such registration, including
qualification under applicable state securities laws, as the Company may
reasonably request. At least ten (10) Business Days prior to the first
anticipated filing date of any Registration Statement, the Company shall notify
each Investor of the information the Company requires from such Investor if such
Investor elects to have any of the Registrable Securities included in the
Registration Statement. An Investor shall provide such information to the
Company at least one (1) Business Day prior to the first anticipated filing date
of such Registration Statement if such Investor elects to have any of the
Registrable Securities included in the Registration Statement. Each Investor
shall comply at all times with all federal and state securities laws applicable
to the distribution of the Registrable Securities by them.

                  (b)      Each Investor, by its acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration
Statement hereunder, unless such Investor has notified the Company in writing of
its election to exclude all of its Registrable Securities from such Registration
Statement.

                  (c)      Each Investor agrees that, upon receipt of any notice
from the Company of either (i) the commencement of an Allowed Delay pursuant to
Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h)
hereof, such Investor will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities, until the Investor's receipt of the copies of the supplemented or
amended prospectus filed with the SEC and until any related post-effective
amendment is declared effective and, if so directed by the Company, the Investor
shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the
Investor's possession of the Prospectus covering the Registrable Securities
current at the time of receipt of such notice.

         6.       INDEMNIFICATION.
                  ---------------

                  (a)      Indemnification by the Company. The Company will
                           ------------------------------
indemnify and hold harmless each Investor and its officers, directors, members,
employees and agents, brokers, investment advisors, and employees of each of
them, successors and assigns, and each other person, if any, who controls such
Investor within the meaning of the 1933 Act, against any losses, claims, damages
or liabilities, joint or several, to which they may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof; (ii) any blue sky application
or other document executed by the Company specifically for that purpose or based
upon written information furnished by the

<PAGE>

Company filed in any state or other jurisdiction in order to qualify any or all
of the Registrable Securities under the securities laws thereof (any such
application, document or information herein called a "Blue Sky Application");
(iii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
(iv) any violation by the Company or its agents of any rule or regulation
promulgated under the 1933 Act applicable to the Company or its agents and
relating to action or inaction required of the Company in connection with such
registration; or (v) any failure to register or qualify the Registrable
Securities included in any such Registration in any state where the Company or
its agents has affirmatively undertaken or agreed in writing that the Company
will undertake such registration or qualification on an Investor's behalf and
will reimburse such Investor, and each such officer, director or member and each
such controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by such Investor or any such controlling person in writing
specifically for use in such Registration Statement or Prospectus.

                  (b)      Indemnification by the Investors. In connection with
                           --------------------------------
any registration pursuant to the terms of this agreement, each Investor will
furnish to the Company in writing such information as the Company reasonably
requests concerning the holders of Registrable Securities or the proposed manner
of distribution for use in connection with any Registration Statement of
Prospectus and agrees, severally but not jointly, to indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors,
officers, employees, stockholders and each person who controls the Company
(within the meaning of the 1933 Act) against any losses, claims, damages,
liabilities and expense (including reasonable attorney fees) resulting from (i)
any untrue statement of a material fact or any omission of a material fact
required to be stated in the Registration Statement or Prospectus or preliminary
prospectus or amendment or supplement thereto or necessary to make the
statements therein not misleading, to the extent, but only to the extent that
such untrue statement or omission is contained in any information furnished in
writing by such Investor to the Company specifically for inclusion in such
Registration Statement or Prospectus or amendment or supplement thereto or (ii)
any violation by such Investor of any rule or regulation promulgated under the
1933 Act applicable to such Investor and relating to action or inaction required
of such Investor in connection with the distribution of Registrable Securities
by it. In no event shall the liability of an Investor be greater in amount than
the dollar amount of the proceeds (net of all expense paid by such Investor in
connection with any claim relating to this Section 6 and the amount of any
damages such Investor has otherwise been required to pay by reason of such
untrue statement or omission) received by such Investor upon the sale of the
Registrable Securities included in the Registration Statement giving rise to
such indemnification obligation.

                  (c)      Conduct of Indemnification Proceedings. Any person
                           --------------------------------------
entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (a)
the indemnifying party has agreed to pay such fees or expenses, or (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the indemnifying party with
respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such person); and
provided, further, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such
claim or litigation. It is understood that the indemnifying party shall not, in
connection with any proceeding in the same jurisdiction, be liable for fees or
expenses of more than one separate firm of attorneys at any time for all such
indemnified parties. No indemnifying party will, except with the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.

                  (d)      Contribution. If for any reason the indemnification
                           ------------
provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly
specified therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such proportion as is appropriate to reflect the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations. No person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be
entitled to contribution from any person not guilty of such fraudulent
misrepresentation. In no event shall the contribution obligation of a holder of
Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection with any claim
relating to this Section 6 and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation.

<PAGE>

         7.       MISCELLANEOUS.
                  -------------

                  (a)      Amendments and Waivers. This Agreement may be amended
                           ----------------------
only by a writing signed by the Company and the Required Investors. The Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Required
Investors.

                  (b)      Notices. All notices and other communications
                           -------
provided for or permitted hereunder shall be made as set forth in Section 9.4 of
the Purchase Agreement.

                  (c)      Assignments and Transfers by Investors. The
                           --------------------------------------
provisions of this Agreement shall be binding upon and inure to the benefit of
the Investors and their respective successors and assigns. An Investor may
transfer or assign, in whole or from time to time in part, to one or more
persons its rights hereunder in connection with the transfer of Registrable
Securities by such Investor to such person, provided that such Investor complies
with all laws applicable thereto and provides written notice of assignment to
the Company promptly after such assignment is effected.

                  (d)      Assignments and Transfers by the Company. This
                           ----------------------------------------
Agreement may not be assigned by the Company (whether by operation of law or
otherwise) without the prior written consent of the Required Investors,
provided, however, that the Company may assign its rights and delegate its
duties hereunder to any surviving or successor corporation in connection with a
merger or consolidation of the Company with another corporation, or a sale,
transfer or other disposition of all or substantially all of the Company's
assets to another corporation, without the prior written consent of the Required
Investors, after notice duly given by the Company to each Investor.

                  (e)      Benefits of the Agreement. The terms and conditions
                           -------------------------
of this Agreement shall inure to the benefit of and be binding upon the
respective permitted successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

                  (f)      Counterparts; Faxes. This Agreement may be executed
                           -------------------
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Agreement
may also be executed via facsimile, which shall be deemed an original.

                  (g)      Titles and Subtitles. The titles and subtitles used
                           --------------------
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  (h)      Severability. Any provision of this Agreement that is
                           ------------
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law which renders any provisions hereof prohibited or
unenforceable in any respect.

                  (i)      Further Assurances. The parties shall execute and
                           ------------------
deliver all such further instruments and documents and take all such other
actions as may reasonably be required to carry out the transactions contemplated
hereby and to evidence the fulfillment of the agreements herein contained.

                  (j)      Entire Agreement. This Agreement is intended by the
                           ----------------
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

                  (k)      Governing Law; Consent to Jurisdiction; Waiver of
                           -------------------------------------------------
Jury Trial. This Agreement shall be governed by, and construed in accordance
----------
with, the internal laws of the State of New York without regard to the choice of
law principles thereof. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

<PAGE>

                  (l)      Independent Nature of Investors.  The Company
                           -------------------------------
acknowledges that the obligations of each Investor under the Transaction
Documents are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under the Transaction Documents. The Company
acknowledges that the decision of each Investor to purchase Securities pursuant
to the Purchase Agreement has been made by such Investor independently of any
other Investor and independently of any information, materials, statements or
opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise) or
prospects of the Company or of its Subsidiaries which may have made or given by
any other Investor or by any agent or employee of any other Investor, and no
Investor or any of its agents or employees shall have any liability to any
Investor (or any other person) relating to or arising from any such information,
materials, statements or opinions. The Company acknowledges that nothing
contained herein, or in any Transaction Document, and no action taken by any
Investor pursuant hereto or thereto (including, but not limited to, the (i)
inclusion of a Investor in the Registration Statement and (ii) review by, and
consent to, such Registration Statement by a Investor) shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. The Company acknowledges
that each Investor shall be entitled to independently protect and enforce its
rights, including without limitation, the rights arising out of this Agreement
or out of the other Transaction Documents, and it shall not be necessary for any
other Investor to be joined as an additional party in any proceeding for such
purpose. The Company acknowledges that for reasons of administrative convenience
only, the Transaction Documents have been prepared by counsel for one of the
Investors and such counsel does not represent the other Investors and the other
Investors have retained their own individual counsel with respect to the
transactions contemplated hereby . The Company acknowledges that it has elected
to provide all Investors with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so
by the Investors.

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement or caused
their duly authorized officers to execute this Agreement as of the date first
above written.

The Company:                                VANTAGEMED CORPORATION


                                            By:    /s/ Steve Curd
                                                   -----------------------------
                                            Name:  Steve Curd
                                            Title: CEO

<PAGE>

The Investors:                              VISION OPPORTUNITY MASTER FUND


                                            By:    /s/ Adam Benowitz
                                                   -----------------------------
                                            Name:  Adam Benowitz
                                            Title: Portfolio Manager

                                            STRATEGIC TURNAROUND EQUITY
                                            PARTNERS, LP (CAYMAN)


                                            By:    /s/ Gary Herman
                                                   -----------------------------
                                            Name:  Gary Herman
                                            Title: Managing Member of Galloway
                                                   Capital  Management,  LLC
                                                   (General Partner)


                                            STEVE CURD


                                            By:    /s/ Steve Curd
                                                   -----------------------------
                                            Name:  Steve Curd
                                            Title: Individual


                                            MARK CAMERON


                                            By:    /s/ Mark Cameron
                                                   -----------------------------
                                            Name:  Mark Cameron
                                            Title: Individual

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                              PLAN OF DISTRIBUTION

         The selling stockholders, which as used herein includes donees,
pledgees, transferees or other successors-in-interest selling shares of common
stock or interests in shares of common stock received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of common stock or interests in
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These dispositions may
be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time
of sale, or at negotiated prices.

         The selling stockholders may use any one or more of the following
methods when disposing of shares or interests therein:

         - ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

         - block trades in which the broker-dealer will attempt to sell the
shares as agent, but may position and resell a portion of the block as principal
to facilitate the transaction;

         - purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

         - an exchange distribution in accordance with the rules of the
applicable exchange;

         - privately negotiated transactions;

         - short sales effected after the date the registration statement of
which this Prospectus is a part is declared effective by the SEC;

         - through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;

         - broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

         - a combination of any such methods of sale; and

         - any other method permitted pursuant to applicable law.

         The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock, from
time to time, under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

<PAGE>

         In connection with the sale of our common stock or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

         The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.

         The selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided that they meet the criteria and conform to the requirements of
that rule.

         The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

         To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.

         In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.

<PAGE>

         We have agreed to indemnify the selling stockholders against
liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the shares offered by this prospectus.

         We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the
Securities Act.
</TEXT>
</DOCUMENT>
