FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

     This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ First Amendment ”) is made and entered into effective as of April 2, 2007 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 ”).

RECITALS

     WHEREAS, the Parties entered into that certain Agreement and Plan of Merger by and among the Parties dated as of April 1, 2007 (the “ Merger Agreement ”); and

     WHEREAS, the Parties desire to amend certain provisions of the Merger Agreement as set forth herein.

AGREEMENT

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed to by the Parties as follows:

     1. Section 2.02(d) of the Merger Agreement is hereby amended in its entirety to read as follows:

          (d) If the Final Working Capital is in the range of Forty-One Million Four Hundred Seventy-Two Thousand and No/100 Dollars ($41,472,000) (the “ Low Threshold ”) and Forty-Three Million Four Hundred Seventy-Two Thousand and No/100 Dollars ($43,472,000) (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 s