Quality Systems, Inc.
                                                      Moderator: Louis Silverman
                                                            08-03-04/12:00 pm CT
                                                           Confirmation #9161498
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                              QUALITY SYSTEMS, INC.

                           Moderator: Louis Silverman
                                 August 3, 2004
                                   12:00 pm CT

Operator:         Good afternoon. My name is Latoya and I will be your
                  conference facilitator today. At this time, I will like to
                  welcome everyone to the Quality Systems' First Quarter Fiscal
                  2005 earnings call.

                  All lines have been placed on mute to prevent any background
                  noise.

                  After the speaker's remarks, there will be a question and
                  answer period. If you would like to ask a question during this
                  time, simply press star then the number one on your telephone
                  keypad. If you would like to withdraw your question, press the
                  # key.

                  I will now like to turn the call over to Louis Silverman,
                  President and CEO of Quality Systems.

                  You may begin sir.

Louis Silverman:  Thanks Latoya, and welcome everyone to Quality Systems' First
                  Quarter Fiscal 2005 Conference Call.


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                                                      Moderator: Louis Silverman
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                  Paul Holt, our CFO, Greg Flynn, Executive Vice President and
                  General Manager of our QSI Division, and Pat Cline, President
                  of our NextGen Healthcare Information Systems Division, join
                  me on today's call.

                  Please note, that comments made on this call may include
                  statements that are forward-looking within the meaning of the
                  Securities Laws, including without limitation, statements
                  related to anticipated industry trends, the Company's plans,
                  products, and strategies, and projected operating results.
                  Actual results may differ materially from our expectations and
                  projections, and you should refer to our SEC Filings including
                  Forms 10-K and 10-Q for discussions of the risk factors,
                  management's discussion and analysis, and other information
                  that could impact our actual performance. We undertake no
                  obligation to update such projections or forward-looking
                  statements in the future. Please also note that the Company's
                  past performance is not necessarily indicative of future
                  performance.

                  For the quarter, the Company set new revenue and earnings
                  records. In the June Quarter, revenue totaled $20.1 million,
                  which was up 23% over the prior year. Fully diluted earnings
                  per share at 51 cents exceeded prior year by 46%.

                  The quarter's top-line results were driven by record revenue
                  performance at NextGen. The $16.1 million in revenue attained
                  by the division for the quarter represents a 32% year over
                  year increase.

                  The QSI division had quarterly revenue of $4 million, which
                  represents a 2% year over year decline in top-line performance
                  for the division.

                  Company profitability was driven by strong bottom line
                  performance at both the NextGen division and the QSI division.
                  Gross margin percentage for the Company is slightly less than
                  60% for the quarter and came in at below the


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                                                      Moderator: Louis Silverman
                                                            08-03-04/12:00 pm CT
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                  level for the March quarter but certainly at the high end of
                  our previous historical band.

                  Operating income at NextGen came in at a record $5.2 million,
                  55% ahead of prior year performance. QSI division operating
                  income came in nearly 16% ahead of the prior year, though not
                  quite at record levels; significant profit performance at the
                  QSI division in the context of a 2% decline in year over year
                  revenue.

                  Quarterly operating margins were strong in both divisions.
                  Each division came in at approximately 32%.

                  Our EDI unit set a revenue record, and at $2.3 million,
                  company-wide EDI revenue for the quarter was 18% ahead of
                  prior year. Year over year EDI growth of 78% in the NextGen
                  division offset a 9% year over year EDI decline at the QSI
                  division.

                  I once again remind call participants that EDI revenue is
                  reported as part of divisional totals each quarter. As a
                  convenience, Paul Holt will break out divisional EDI totals
                  later in the call.

                  Corporate expenses for the quarter at $994,000 came in at
                  approximately 19% over prior year levels.

                  Cash and cash equivalents increased to a record $54.9 million
                  during the quarter, up from $51.4 million in the prior quarter
                  and $36.4 million in the prior year.


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                  DSO's increased on a sequential basis to 104 days from 99 days
                  at fiscal year end, but were lower than the 107-day figure for
                  the prior year. Collections activity remained strong during
                  the quarter.

                  Head count at quarter end was 339, which taken with the
                  revenues for the quarter generated annualized revenue per
                  employee of $238,000, which is not far off our prior high mark
                  level.

                  There were no stock repurchases during the quarter.

                  The Company filed a Proxy statement on July 28 of this year.
                  The Proxy statement contains the Company's proposed director
                  slate, which includes five new Non-Management Independent
                  Director nominees, as well as returning Directors, Sheldon
                  Razin and Ahmed Hussein.

                  Topics related to executive compensation, remain as important
                  areas requiring continued focus by the Board's Compensation
                  Committee. Some progress has been made in this area relatively
                  recently, and the need for sustained progress remains.

                  The Company continues to be invested in cash and highly liquid
                  short-term investments,and there is nothing new to report on
                  the present Board's position on utilization of this asset.

                  Our management team continues to evaluate acquisition
                  opportunities, and while we want to continue to reiterate our
                  strong desire to not commit to completing an acquisition, we
                  continue to review and evaluate opportunities that make
                  strategic and economic sense for the Company.


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                  During the June quarter, the Company met with investment
                  professionals in Montreal, Toronto, Denver, and Portland,
                  Oregon. The Company has accepted an invitation to present to
                  the upcoming Roth Capital Conference, scheduled in New York
                  City during the month of September.

                  In closing my prepared comments for this morning's call, I'd
                  like to point out that the performance of the Company for the
                  June quarter continues a series of quarters where our
                  performance has exceeded our internal expectation, at times by
                  a very wide margin.

                  I want to again express my thanks to the entire team for their
                  contributions to the Company's results for the quarter.

                  I also want to again clearly point out to current and/or
                  prospective analysts and investors that while we are extremely
                  pleased with the quarter's performance, there are absolutely
                  no guarantees that the Company or either of its divisions will
                  exceed or even sustain the level of performance turned in
                  during this quarter, during future periods.

                  It's possible that the quarter's performance will encourage
                  investors or analysts to set new short, medium, or long-term
                  expectations for the Company. In response to this possibility,
                  please continue to note that we do not give out financial
                  guidance to the investment community, and we do not comment on
                  the guidance advanced by members of the financial community.

                  I'll now turn the call over to Paul Holt, our CFO for
                  additional financial details on the quarter.

Paul Holt:        Thanks Lou. This quarter reflected the continued growth in
                  both of our revenue categories, systems sales and maintenance
                  and other revenues.


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                  Consolidated system sales came in at approximately $11.1
                  million this quarter, representing a 17% year over year
                  increase, while maintenance and other revenues came in at $9
                  million, an increase of 32% compared to the prior year
                  quarter.

                  As Lou mentioned, our gross profit margins this quarter came
                  back to the higher end of our historical range at 59.8% of
                  revenue. This margin percentage was slightly higher than our
                  margin percentage from a year ago, which was 59.5 %. However,
                  it also represented a drop from the last quarter's 62.5 %
                  gross margin.

                  S,G&A expense as a percentage of revenue was somewhat lower
                  this quarter at 24.6%. That compares to 29.1% in the prior
                  year quarter. Our total S,G&A expense on a hard dollar basis,
                  increased to approximately $5 million this quarter. That
                  compares to $4.7 million a year ago. The primary contributor
                  to the increase in S,G&A expense was higher general corporate
                  expenses, which grew by approximately $161,000, and a $268,000
                  increase in S,G&A expense at theNextGen division which was
                  partially offset by a $216,000 drop in S,G&A at the QSI
                  division.

                  R&D expense grew 18% compared to prior year quarter. At $1.6
                  million, that compares to $1.4 million a year ago. Most of
                  this increase in R&D expense was related to increased
                  investment in the NextGen division product line.

                  Our effective income tax rate this quarter was significantly
                  higher compared to a year ago. At 39.4%, that compared to
                  38.3% a year ago. Our rate this quarter and our rates in
                  general are impacted by a proportionately lower amount of R&D
                  tax credits reflected in this quarter's tax provision.


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                  Moving over to divisional performance, based on the increase
                  in both system sales and maintenance and other revenue, the
                  NextGen division reported its highest ever quarterly revenue
                  of $16,149,000. That represents a 32% increase over the year
                  ago quarter of $12,242,000.

                  Systems sales in the NextGen division grew 18% year over year
                  to $10.6 million, compared to $9 million a year ago.
                  Maintenance and other revenue in the NextGen division grew 70%
                  year over year to $5.6 million, compared to $3.3 million in
                  the prior year.

                  The increase in maintenance and other revenue this quarter was
                  driven primarily by the continued growth in the NextGen base
                  of installed users, which drove maintenance and EDI revenue in
                  that division to a higher level.

                  NextGen maintenance revenue totaled $3.8 million this quarter.
                  That's up 73% from last year's $2.2 million,while NextGen EDI
                  revenue grew 78% to $1,060,000 compared to $596,000 a year
                  ago. NextGen's operating income of $5,194,000 represented a
                  55% improvement over the year ago quarter operating income of
                  $3,359,000.

                  The Dental division reported revenue of $4 million and
                  operating income of $1,264,000. QSI division EDI revenue was
                  $1,228,000 for the quarter. That compares to $1,342,000 a year
                  ago.

                  Moving on to the balance sheet, I `m going to highlight, as I
                  normally do, three notable areas: receivables, deferred
                  revenue and cash.

                  Our DSO's moved up five days to 104 days this quarter compared
                  to 99 in the prior quarter. The DSO number is still a
                  comparatively low figure compared


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                  to our recent history. And for those of you are tracking this,
                  our DSO's by division were 99 days for the QSI division and
                  106 for the NextGen division.

                  Primarily reflecting the growth in the customer base at
                  NextGen, deferred maintenance and services revenue grew by
                  $2.1 million this quarter, to $19.4 million compared to $17.3
                  million at the start of the quarter.

                  Our quarter end cash grew by approximately $3.5 million, to
                  $54.9 million which equates to $8.63 a share. That compares to
                  $51.4 million or $8.13 at the end of last quarter.

                  For those of you are tracking this, our non-cash expenses for
                  the quarter breaks down as follows:

                  Total Amortization Expense: $418,000. That's $58,000 for the
                  QSI division, and $360,000 for the NextGen division.

                  Total Depreciation Expense: $225,000. That's $40,000 for the
                  QSI division, and $185,000 for the NextGen division.

                  We also incurred a non-cash expense related to deferred stock
                  compensation of $107,000.

                  Our investing activities for the quarter were as follows:
                  $542,000 in capitalized software; $45,000 for the QSI
                  division, and $497,000 for the NextGen division.

                  Fixed Assets: $426,000. That's $5,000 for the QSI division,
                  and $421,000 for the NextGen division.


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                                                      Moderator: Louis Silverman
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                  I'd like to thank you all for being on this call and for your
                  interest in our Company and I'll turn things over to Greg
                  Flynn, Executive Vice President and General Manager of our QSI
                  Division.

Greg Flynn:       Thank you Paul. Good day to you all.

                  My comments will be relatively brief since QSI division
                  numbers have already been reviewed in some detail.

                  While I would have liked to have seen increased revenues in
                  the quarter, I am pleased once again by the division's strong
                  income contribution to the Company's overall performance.

                  On a comparative basis, operating income of the division
                  improved over the prior quarter as well as the same quarter of
                  the prior year. Diligent cost containment and our mix of
                  software/hardware sales, among other components, aided these
                  results.

                  Of course, I'm pleased as well in the growth of our EDI sales
                  to the NextGen division client base. As we have noted on
                  previous calls, these EDI services are provided through the
                  QSI division.

                  Significant other events in the quarter were sales of our Data
                  Miner report writer product, strong sales of our Laser Forms
                  product, record quarterly sales for our QSI Scan offering, and
                  our continued sales of our EUI user interface product.

                  While revenue generation from these types of add-on sales is
                  typically nominal, these sales are key in further tying our
                  current existing client base to


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                  QSI. Each of these offerings also maintain a technical
                  freshness in the marketplace for QSI.

                  Also of note during the June Quarter, the QSI division was
                  chosen as one of three vendors to participate in a pilot
                  dental software program for the Indian Health Service. That's
                  I.H.S., which is a branch of the U.S. Armed Forces, the
                  government.

                  The initial pilot contract utilizes both QSI practice
                  management and clinical software. Implementation is currently
                  underway. If a pilot moves forward to full national
                  deployment, the contract for the winning vendor will likely be
                  a large multi-year award.

                  As always, let me comment on our sales staffing and pipeline.
                  Our sales staffing remains unchanged from last quarter and our
                  pipeline remains at $3.9 million. Our pipeline is defined as
                  sales situations where QSI is in the final three purchase
                  choices and we believe that the sale will occur within 180
                  days.

                  On a more personal basis, I observed recently that the tenth
                  current QSI division employee has marked their 20-year
                  anniversary with the Company. Though still young, I admit that
                  I fall into this group.

                  I would like to take this opportunity to acknowledge each of
                  my co-workers, long, medium, and short-term, for their
                  efforts, commitment, and loyalty, key ingredients to the
                  success of the division and the Company. Thank you again.

                  I appreciate each of you joining us on this call and will now
                  turn the call over to Pat Cline, President of our NextGen
                  division.

                  Great quarter Pat.


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Patrick Cline:    Thanks Greg. Hi everyone.

                  During the first quarter as you've heard NextGen continued to
                  break records top and bottom line. The Company executed over
                  40 agreements, 34 of which were with new customers.

                  Our sales force increased to 30 people, and as I mentioned on
                  the last call, the sales force now includes three inside sales
                  people who are focused on selling NextGen systems to the
                  smaller practice market. Since we continue to have a
                  significant number of leads to follow up, we still intend to
                  grow our sales force by approximately one, two if we're lucky,
                  people per quarter.

                  The market for electronic medical records systems continues to
                  heat up and our pipeline has increased to $38 million. As many
                  of you know, there's been a lot of activity both in the
                  private sector and in the government surrounding the adoption
                  of electronic medical records systems. We feel this is a very
                  positive thing for NextGen.

                  We also feel that we are extending our lead on the competition
                  on the product front. Our 5.0 version of NextGen EMR and
                  NextGen EPM should be released later this month. This new
                  release integrates the database of the two products, and it's
                  already live in a number of practices.

                  In closing, I'd like to once again thank the employees of
                  NextGen for their ongoing and outstanding contributions to our
                  success.

                  Latoya, we're ready for questions.


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Operator:         At this time, I would like to remind everyone in order to ask
                  a question, please press *1 on your telephone keypad.

                  We'll pause for just a moment to compile the Q & A roster.

                  Your first question comes from Mike Crawford of B. Riley.

Mike Crawford:    Pat on the 40 contracts, you said 34 are with new customers.
                  What were - how many of those contracts were for both EMR and
                  EPM, and what was the breakdown?

Patrick Cline:    About two-thirds were for both EPM and EMR. Twenty-four of the
                  34 fell into that category. The remaining was split five EPM
                  only, five EMR only.

Mike Crawford:    Great. And - actually on the dental side, what is the - so is
                  this a Phase One Award that you got with the I.H.S. and what
                  would be the expected requirement for the finalist?

Greg Flynn:       It's an evaluation phase where we're piloting our software in
                  two offices. That pilot will last roughly through the end of
                  this quarter, unless they change requirements. Then those
                  powers that be will gather together and decide which of the
                  three finalists currently piloting will be chosen to move
                  forward.

                  Of course there's always the possibility that they won't move
                  forward at all or they'll move forward with more than one
                  vendor.

Mike Crawford:    Right. So I guess - who are the other two finalists and what
                  is the expected revenue amount for the winner?


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Greg Flynn:       It's unclear what the expected revenue amount would be. It
                  certainly should be in the multi-seven figures over time. The
                  other two finalists are a company called Software of
                  Excellence, which is a New Zealand based firm and Dentrix.

Mike Crawford:    Thank you.

Operator:         Your next question comes from Brandon Osten of Sprott
                  Securities.

Brandon Osten:    Oh, hey guys.

                  Greg, on that contract, sir, what was the nature of the
                  customer again?

Greg Flynn:       Indian Health Services, actually a branch of the Armed Forces
                  of the Navy. They employ naval doctors to provide services to
                  Indian reservations and other tribal areas.

Brandon Osten:    And is that a licensed deal or is that going to be more like a
                  sort of million bucks a year switching deal type thing.

Greg Flynn:       It's a licensed type of transaction.

Brandon Osten:    Okay. Who was that first competitor you mentioned?

Greg Flynn:       Software of Excellence.

Brandon Osten:    Software of Excellence?

Greg Flynn:       Correct.


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Brandon Osten:    Okay.

Greg Flynn:       It's a New Zealand company as I said.

Brandon Osten:    Gotcha. In terms of margins, obviously you guys are kind of
                  peaking at a new level here at 27% operating margins. I know
                  you guys don't - can't give guidance and you're very clear on
                  that. But is that a level that can be sustained, without
                  saying, if it will be sustained?

Louis Silverman:  Anything's possible Brandon. I would say as I've said many
                  times, we're not running the Company focused on a bottom line
                  margin percentage. We work hard to generate as good a top-line
                  growth as we can. We try to maintain a reasonable level of
                  expense discipline while continuing to reinvest in the
                  business.

                  And it just so happens that this quarter we ended up with
                  better margins than we've had in some time. But it's not a -
                  it's not the result of a carefully architected plan to boost
                  margins.

                  So if we do get to that level again, it'll be for the reasons
                  that I've discussed; that we're working hard on the top-line
                  and trying to re-invest in the business, but also watch our
                  expenses, and if our numbers drop a little bit or rise a
                  little bit, it'll be because of a different mix with some of
                  those factors. We're not managing the business with a
                  particular margin percentage, or even a margin trend in mind.

Brandon Osten:    Right. But I - just to get a sense of where your heads are at,
                  are we basically looking at if revenues took another spike in
                  Q2, but operating margins were a bit down, your goal will be
                  to keep increasing EPS regardless of, you know, where those
                  margins might fall out on that - on that general strategy?


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Louis Silverman:  I think that's a fair characterization of our mindset.

Brandon Osten:    Great. And how about small market strategy? I know it's still
                  early days, but how is that coming along in the NextGen
                  Division?

Patrick Cline:    I think it's coming along fairly well. The new salespeople
                  that we added to focus on that market have made sales. Three
                  or four sales have been made, by that relatively new team. I
                  think that's very positive given that it takes folks time to
                  build a pipeline from the small system leads.

                  I don't want to get into reporting in on a quarter-to-quarter
                  basis the particular numbers or even numbers of sales made by
                  that group.

                  But let me just say that early indications are positive.

Brandon Osten:    Okay.

                  And do you have a sense of where these guys are going to be
                  starting out quota -wise on sort of an annual basis?

Patrick Cline:    I think their quotas are starting at around $650,000, $700,000
                  on an annual basis, but I'll emphasize that this is a learning
                  experience for us. We may learn that that number's too high,
                  and hopefully we'll learn that the number is too low.

Brandon Osten:    And how's the pricing worked vis-a-vis your normal pricing. Is
                  it, you know, is it substantially lower, is it half of, or 75%
                  of, like without disclosing any actual dollars for competitive
                  purposes.


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                  But how's that trend for the small market?

Patrick Cline:    I think it's a little bit lower. I don't think I'll go into
                  great detail, as you mentioned, for competitive purposes.

                  But it's more attractive at the low end and I think to off set
                  that somewhat, the cost of sale is also greatly reduced based
                  on the new selling model that we're exploring.

Brandon Osten:    Okay.

                  And on capacity, you know, system sales at NextGen were up,
                  you know, a healthy, I guess it was 16% year over year.

                  You know, in terms of that 16% versus what happened last year,
                  is the business getting a little lumpy in that sense, or is
                  there sort of, you know, can we still scale at, you know, at
                  25% to 35% growth rate on the systems side for NextGen if
                  demand dictates, or are we going to see mostly growth on the
                  maintenance and services side?

Patrick Cline:    My hope is that you see growth both on the top-line system
                  sales side as well as on the maintenance and services side.
                  Services are typically sold along with new contracts and then
                  rendered as time goes on.

                  With respect to our ability to deliver systems, I feel very
                  confident in our ability to scale from a delivery and
                  installation and project management and training perspective
                  should, as you put it, demand dictate.

Brandon Osten:    Sorry. I'll circle back with some more questions.
                  Thanks, guys.


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Operator:         Your next question comes from Gene Mannheimer of Roth Capital
                  Partners.

Gene Mannheimer:  Good morning and congratulations on a great quarter.

Louis Silverman:  Thanks, Gene.

Gene Mannheimer:  A couple questions.

                  One, to follow up on the small practice strategy, could you,
                  Pat, could you just define what you would call the small
                  market.

                  Is it the less than ten doctors? Or how would you characterize
                  it?

Patrick Cline:    I would characterize it as under five physicians.

                  And let me just also say that, as I mentioned on the last
                  call, this small-market strategy is an expansion of our focus,
                  as opposed to a shift in our focus.

                  We're still also very focused on the higher-end and mid-range
                  practices.

Gene Mannheimer:  Okay. Thanks, Pat.

                  And would you, you know, certainly there's been a lot of
                  discussion that the government has set a frame work for
                  electronic health records over ten years.

                  Would you say that that has - is that impacting physician
                  sales cycles at all? Is it accelerating as a result of this
                  event? Or is it the same?

Patrick Cline:    Well, the frame work that you talk about was actually just
                  released on the 21st of July. I think it's too soon to tell
                  whether that particular announcement is


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                  going to shorten the sales cycles.

                  But I would say that overall, the initiatives, both on the
                  government side and in the private sector, the
                  pay-for-performance types of things, and all of the talk and
                  all of the buzz relative to paying physicians for producing
                  better quality because better quality reduces overall the cost
                  of care is very positive for us, and my gut is that sales
                  cycles have been shortening for the last few months.

Gene Mannheimer:  Great. Thanks very much.

Patrick Cline:    Thank you.

Operator:         Your next question comes from Rick Leggott of Arbor Capital.

Rick Leggott:     Good afternoon. Good quarter.

Louis Silverman:  Thanks, Rick.

Rick Leggott:     The, NextGen division accounted for 80% of revenue, and it
                  looks like 95% of operating income. They grew 32%. Quality
                  Systems really didn't.

                  Now in the past when I've asked you for the rationale of
                  keeping these two companies together, it was because Quality
                  Systems was a nice contributor to operating profits.

                  With the quarter we just had, can you still make that case
                  today?

Louis Silverman:  Rick, let me respond this way.


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                  I think your numbers at least at the operating income line are
                  off.

Rick Leggott:     What was the contribution of NextGen to operating income?

Louis Silverman:  Paul is going to work on that.

                  Now, the issue there is we have to figure out how to allocate
                  corp - to answer your question, we have to deal with corporate
                  expenses, which we report divisional - NextGen division, QSI
                  division.......

Rick Leggott:     So in your press release when you have operating income of
                  $5.2 million from NextGen...

Louis Silverman:  That reflects no allocation for corporate overhead.

Rick Leggott:     Okay. So...

Louis Silverman:  So basically the calculation for the company as a whole, just
                  to cover this point, would be operating income at NextGen plus
                  operating income at QSI minus corporate expenses
                  equals.........

Rick Leggott:     Okay. So can you give me revenue and operating income in the
                  same manner as you did for NextGen for Quality Systems?

Louis Silverman:  Yes, Paul will give you that in a second.

                  But let's just take your question and just - the numbers
                  aren't going to be quite as lop-sided as you laid out.


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                  But your question - the general theme of your question
                  remains, and that is - I believe your question is why keep the
                  two divisions separated, and/or why keep both divisions at
                  all?

                  I guess those were the two parts to your question.

Rick Leggott:     Yeah. I mean, I just look at where the growth, and
                  increasingly where the profits are generated, it's pretty
                  clear.

Louis Silverman:  Well, we agree that where the...

Rick Leggott:     And it seems to me Wall Street always prefers a simpler story
                  to understand, not that that makes it right.

Rick Leggott:     And I've listened to your arguments, but, you know, we'll see
                  what the balance is like when you give us the numbers here.

Louis Silverman:  We remain very comfortable that we can run the two divisions -
                  that there continues to be good rationale for...

Rick Leggott:     So what kind of revenue growth do you look for over the next
                  three years out of Quality Systems?

Louis Silverman:  I think it's fair to say, first of all, that we haven't given
                  forward guidance, and don't intend to begin.

                  But on the other hand, clearly most of whatever growth
                  expectations we have internally and whatever growth
                  expectations are out in the public market are


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                  really tied to the growth of the NextGen division. I think
                  that's not a state secret.

Rick Leggott:     Have you made any changes to compensation plans for gentlemen
                  that are running these two divisions in the last 90 days?

Louis Silverman:  Well specifically in terms of the people running the divisions
                  they are the top corporate folks, so certainly any
                  going-forward changes would be work done at the Board level.

Rick Leggott:     And I had the impression in talking with Management that we
                  were working on in particular for Pat something new or
                  different.

Louis Silverman:  The compensation committee and the Board as I referenced in my
                  comments have been working on this issue. They continue to
                  work on the issue.

                  I did reference that we had made some progress in the very
                  recent term and I would say that that progress included Pat
                  but was not limited to Pat. It was really more on the Next...

Rick Leggott:     So what should we as shareholders expect? I mean what's the
                  timeframe? What - give us a flavor for what's coming down the
                  pipe.

Lou Silverman:    What - I can tell you what I hope for. But I would also temper
                  that by reminding people that I'm not on the Board and it's
                  hard for me to speak for the Board in general.

                  So my hope is that the progress that was made over the last 60
                  days or 90 days or so is sustained and that the Compensation
                  Committee and the Board come to really all the members of the
                  Management team with some, I'd say,


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                  energizing compensation plans that include both short and long
                  term compensation elements.

                  But for me to speak for the Board or to set any kind of a
                  threshold I think would be pretty inappropriate at...

Rick Leggott:     I hope the Board is listening and I'll just register with
                  those that are listening. It's very important that Management
                  get representation on the Board so that we don't have to go
                  through these kind of discussions each quarter.

Louis Silverman:  Certainly appreciate the vote of confidence and your
                  sentiments and second the motion that...

Rick Leggott:     And you should, you know, we should expect progress with
                  regard to the matter you just discussed.

Louis Silverman:  Again thanks for the vote of confidence and voicing your
                  opinion.

Rick Leggott:     Can I have those numbers now?

Paul Holt:        We've given out net - total operating. If you want me to break
                  it down for you $5,454,000 was our...

Rick Leggott:     Yep total.

Paul Holt:        So you've got $5,194,000 at NextGen and $1,264,000 at the QSI
                  division.

Rick Leggott:     Okay.


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Paul Holt:        You back out of that $994,000 in unallocated corporate
                  expenses and there's your $5,464. So you referenced 95% that -
                  it's actually 80% which is in line with the - each division's
                  share of revenues.

Rick Leggott:     But my point to make it again is that the operating income
                  contribution from NextGen has rapidly become the dominant
                  driver...

Louis Silverman:  We all agree.

Rick Leggott:     ...of the economic wealth creation of this company. And if the
                  Board and the Management don't recognize that and do things so
                  that shareholders can properly value the growth business visa
                  vi the other business that's really not growing, I think
                  that's a mistake.

Louis Silverman:  Again we appreciate your sentiments. Thanks.

Operator:         You have a follow-up question from Brandon Osten.

Brandon Osten:    Hi that was quick. Paul, just on the - what was the
                  capitalized software number in the quarter?

Paul Holt:        $542,000.

Brandon Osten:    Five and - okay 542 gotcha. And in terms of the NextGen
                  breakout you said $10.6 million was systems up 18%,
                  maintenance was up 70 something percent - or maintenance
                  services and EDI. I think you said maintenance is 3.8, EDI was
                  1.1 so the balance is going to be pro serve?

Paul Holt:        The balance is just going to be miscellaneous items -
                  reimbursed travel, tax stuff, or, you know, miscellaneous
                  other. It's a small portion of the total.


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Brandon Osten:    So where does Professional Services fit in there?

Paul Holt:        That would be included in there as well.

Brandon Osten:    Okay.

Paul Holt:        Outside of implementation of systems...

Brandon Osten:    Okay so implementation of systems is in system sales?

Paul Holt:        Yes.

Brandon Osten:    Okay got you. And looks like your average deal size is ramping
                  a bit. Is that a fair statement?

Lou Silverman:    It bounces around, Brandon. I think we've mentioned on a
                  number of calls that it's really hard for us to pick out a
                  trend in that number. So I - it would be hard for us to point
                  you to a trend because it just does bounce around a bit.

Brandon Osten:    Okay. And competitively, you know, are we seeing the same
                  people or is there anything interesting changing in the
                  competitive landscape that we need to be made aware of?

Pat Cline:        Nothing real interesting as far as I'm concerned - the same
                  players - a few newcomers but they seem to be struggling.

Brandon Osten:    Okay and - yeah?

Greg Flynn:       On the dental side -- excuse me -- it's typically the same
                  players we've seen.


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Brandon Osten:    Same guys okay. And just in relation to what Allscripts have a
                  thing on their recent conference call with regards to
                  electronic medical records. Obviously, you know, they're
                  saying similar things to what you're saying in terms of the
                  market hitting a tipping point they're seeing an acceleration
                  in growth.

                  And, you know, from a macro standpoint it just looks like EMR
                  is just, you know, we're going to be heading into, you know,
                  call it a two to three year phase that's going to probably,
                  you know, it's probably going to move the market from whatever
                  the guess is now -- 17% penetration -- to something like 40 or
                  50%, you know, three years from now.

                  Do you guys feel that you're set up well from a sales capacity
                  standpoint to get your fair share of business given that you
                  are, you know, a market leader on the ambulatory care side.

Pat Cline:        The short answer is yes, we think we're very well positioned
                  to capitalize on the market as the market heats up.

Louis Silverman:  I would add to that, Brandon, that we also know that nothing's
                  handed to us. And as we've said on numerous occasions, our
                  biggest challenge is that we need to continue to execute in
                  the near term and continue to invest in the infrastructure so
                  that we can sustain whatever execution we can to the highest
                  levels we can.

Brandon Osten:    Yeah, I'm just again - terms of sales capacity. Like, I mean,
                  if this market heats the up the way, you know, some groups and
                  Leapfrog and guys like that are saying it could heat up, do
                  you feel like the NextGen division can sustain a 35% or 40%
                  growth rate for three years if the demand's there?


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Patick Cline:     No.

Patrick Cline:    We think we'll be able to handle the demand from a sales
                  perspective.

Brandon Osten:    Okay, and the installation perspective. And on the insurance
                  side, is there any movement on that front? We saw a Leapfrog
                  group report that suggested $5,000 a year reimbursement for
                  doctors if they - you know, by insurance companies and
                  Medicare if they converted to electronic medical records. Is
                  that something that's becoming more pervasive in the industry?

Patrick Cline:    We are seeing a number of those types of words and suggestions
                  and those types of things. It's something that's being talked
                  about more frequently in the industry. And as I mentioned
                  earlier, there are more programs that have actually been put
                  in place, mostly on the private sector at this point. These
                  programs seem to be taking off and getting legs over the last
                  six months or so.

Brandon Osten:    And just sort of last question. What's the - you know, does
                  that change the sales process at all in terms of if an
                  insurance company's reimbursing? Are they looking at putting
                  in, you know, approved software lists or having a say in terms
                  of what software programs you can go to? Are they asking, you
                  know, software vendors to check off with them or anything like
                  that? Or are they just saying, if you're electronic medical
                  records we're going to give you this reimbursement, but it
                  really is your decision in terms of which EM or system you're
                  going to use?

Patrick Cline:    It depends on the program. And there are a lot of them out
                  there and they differ. But there has been a lot of discussion
                  recently relative to the certification of electronic medical
                  record systems. And it's starting to smell like there will be
                  a certification process for these systems so that both the
                  insurance -- private insurers and perhaps the government --
                  should they put


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                  financial incentives in place for doctors to buy systems and
                  utilize systems or if you use systems to deliver certain
                  performance, those organizations will be able to have
                  confidence that the systems that are being funded or partially
                  funded can do the job.

Brandon Osten:    Okay, great. Great, thanks a lot guys -- great quarter.

Man:              Thank you.

Brandon Osten:    Thanks very much.

Operator:         If you would like to ask a question, please press star 1 on
                  your touch tone phone. Your next question comes from James
                  Byrkit from Salem Clinic.

James Byrkit:     Hi. I'm just trying to get an idea of the number of physicians
                  you have using your systems.

Patrick Cline:    The bottom line is we're not sure. We have various licensing
                  mechanisms, one of which is an enterprise or a geographically
                  limited license, so we don't necessarily track all of the
                  physicians' licenses and users of the system. I would think
                  that a reasonable guesstimate right now would be somewhere in
                  the neighborhood of 15,000, but that's just a guess.

James Byrkit:     Okay, thank you.

Patrick Cline:    Thank you.

Operator:         At this time, there are no further questions.


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Louis Silverman:  I Would like to thank everyone for their participation on the
                  call, and we will see everyone next quarter.

Operator:         This now concludes today's Quality conference call. You may
                  now disconnect.

                                       END