MEDIQUAL SYSTEMS INC S-1

MEDIQUAL SYSTEMS, INC.

FORM OF UNDERWRITING AGREEMENT

1996 STOCK INCENTIVE PLAN

1996 EMPLOYEE STOCK PURCHASE PLAN

LEASE OF WESTBOROUGH OFFICE PARK BUILDING TWO

FIRST AMENDMENT TO LEASE

SECOND AMENDMENT TO AMENDED AND RESTATED LEASE

THIRD AMENDMENT TO AMENDMENT AND RESTATED LEASE

FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE

FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE

SIXTH AMENDMENT TO AMENDED AND RESTATED LEASE

STOCK PURCHASE AGREEMENT WITH WILLIAM D. RYAN

FORM OF STOCK PURCHASE AGREEMENT OF CLASS B

FORM OF STOCK PURCHASE AGMT. SERIES 1987 CLASS B

STOCK PURCHASE AGREEMENT CLASS C CONVERTIBLE

FORM OF LETTER AGREEMENT ADDITIONAL CLASS C

REGISTRATION RIGHTS AGREEMENT

AGREEMENT OF SHAREHOLDERS

EXECUTIVE EMPLOYMENT AGREEMENT

PROMISSORY NOTE

STOCK PURCHASE AGREEMENT

LETTER AGREEMENT DATED APRIL 3, 1995

PROMISSORY NOTE

LETTER AGREEMENT DATED JANUARY 20, 1996

COMMON STOCK PURCHASE OPTION

LETTER AGREEMENT DATED APRIL 29, 1996

FORM OF STAY AGREEMENT

LETTER AGREEMENT DATED FEBRUARY 28, 1996

MARKETING AND LICENSE AGREEMENT

LETTER AGREMENT, DATED FEBRUARY 6, 1996

FORM OF STANDARD SOFTWARE LICENSE

COMPUTATION OF INCOME (LOSS) PER COMMON SHARE

CONSENT OF ARTHUR ANDERSEN LLP

FINANCIAL DATA SCHEDULE