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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Claimsnet.com inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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PRELIMINARY COPY

[Claimsnet.com inc. Logo]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 26, 2001

To the Stockholders:

The Annual Meeting of Stockholders of Claimsnet.com inc, a Delaware
corporation (the "Company"), will be held at the offices of the Company, 12801
North Central Expressway, First Floor Building Conference Room, Dallas, Texas
75243, on December 26, 2001, at 8:00 A.M., Central Time, for the following
purposes:

(1) To approve an amendment to the Company's 1998 Stock Option Plan
for Non-Employee Directors to increase the total number of shares
of common stock, par value $.001 per share (the "Common Stock")
of the Company, issuable upon the exercise of stock options
granted thereunder by 250,000 shares;

(2) To approve the issuance of an aggregate of up to 4,000,000 shares
of Common Stock upon the conversion of 4,000 shares of Series C
8% Convertible Redeemable Preferred Stock, par value $.001 per
share, of the Company, which the Company may issue in
transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, prior to March 31, 2002;

(3) To elect three Directors of the Company, each of whom is to hold
office until the Annual Meeting of Stockholders in 2003 and until
the due election and qualification of his successor;

(4) To approve the designation of Ernst & Young LLP as independent
auditors for the current fiscal year; and

(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on November 15,
2001, will be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.

If you cannot personally attend the meeting, it is requested that you
promptly fill in, sign, and return the proxy submitted to you herewith.

By order of the Board of Directors,

C. KELLY CAMPBELL
Secretary

Dated: November __, 2001

CLAIMSNET.COM INC.

PROXY STATEMENT

This proxy statement is being furnished in connection with the
solicitation of proxies by the board of directors (the "Board of Directors") of
Claimsnet.com inc, a Delaware corporation (the "Company"), to be voted at the
Annual Meeting of Stockholders (the "Meeting") scheduled to be held at the
offices of the Company, 12801 North Central Expressway, First Floor Building
Conference Room, Dallas, Texas 75243 on December 26, 2001, at 8:00 a.m., Central
Time, and at any adjournments thereof.

Only stockholders of record as of the close of business on November
15, 2001, are entitled to notice of, and to vote at, the Meeting or any
adjournment thereof. On that date, the Company had outstanding 10,481,514 shares
of common stock, par value $.001 per share (the "Common Stock"). The presence in
person or by proxy of the holders of a majority of such shares shall constitute
a quorum for the transaction of business at the Meeting. Each share is entitled
to one vote.

Each form of proxy which is properly executed and returned to the
Company will be voted in accordance with the directions specified thereon, or,
if no directions are specified, will be voted (i) for the amendment of the
Company's 1998 Stock Option Plan for Non-Employee Directors (the "Plan"), to
increase the number of shares of Common Stock issuable upon the exercise of
options thereunder by 250,000, (ii) for the issuance of an aggregate of up to
4,000,000 shares of Common Stock upon the conversion of 4,000 shares of Series C
8% Convertible Redeemable Preferred Stock, par value $.001 per share (the
"Series C Preferred Stock")," of the Company, which the Company issued in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), prior to March 12, 2002; (iii) for the
election as Directors of the persons named herein under the caption "Election of
Directors," and (iv) to approve the designation of Ernst & Young LLP as
independent auditors for the Company for its current fiscal year. Any
stockholder giving a proxy may revoke it at any time before it is exercised.
Such revocation may be effected by voting in person or by proxy at the Meeting,
by returning to the Company prior to the Meeting a proxy bearing a later date,
or by otherwise notifying the Secretary of the Company in writing prior to the
Meeting.

The address of the Company's executive offices is 12801 North Central
Expressway, Suite 1515, Dallas, Texas 75243 and its telephone number is (972)
458-1701. This proxy statement and the accompanying proxy are first being
distributed to the stockholders of the Company on or about November __, 2001.

PRINCIPAL STOCKHOLDERS

The following table sets forth as information with respect to the
beneficial ownership as of October 31, 2001 of shares of Common Stock of each
stockholder of the Company known to the Company to own beneficially more than 5%
of the outstanding shares of Common Stock, and by all executive officers and
Directors of the Company as a group:

Name and Address Shares Beneficially
of Beneficial Owner Owned as of Percentage of
- ------------------- October 31, 2001+ Outstanding
---------------- -----------

Bo W. Lycke (1) (2) 1,760,493 16.8%

McKesson Corporation 1,514,285 14.4

Sinclair Restructuring Fund 1,000,000 9.5

Robert H. Brown, Jr. (1) (4) 804,854 7.7

Ward L. Bensen (1) (3) 614,324 5.9

American Medical Finance (1) 481,603 4.6

Sture Hedlund (6) 119,508 1.1

Westcott W. Price III (8) 57,500 *

Paul W. Miller (5) 38,600 *

John C. Willems III (7) 16,777 *

Patricia Davis (9) 16,100 *

Jeffrey P. Baird - *

All Directors and executive officers as a group (9 2,464,950 23.5
persons) (10)

- --------------------------------

+ As used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, as consisting of sole or shared voting power (including the power
to vote or direct the vote) and/or sole or shared investment power
(including the power to dispose or direct the disposition)) with respect to
the security through any contract, arrangement, understanding,
relationship, or otherwise, including a right to acquire such power(s)
during the next 60 days. Unless otherwise noted, beneficial ownership
consists of sole ownership, voting, and investment power with respect to
all shares of Common Stock shown as beneficially owned by them.

* Less than one percent.

(1) Includes 481,603 shares of Common Stock owned of record by American Medical
Finance. Mr. Lycke serves as the Chairman of the Board of Directors of
American Medical Finance. Messrs. Lycke, Bensen, and Brown are stockholders
of American Medical Finance owning 71.1%, 11.2%, and 17.7% of the
outstanding capital stock of American Medical Finance, respectively.
Therefore, Messrs. Lycke, Bensen, and Brown may be deemed to beneficially
own the shares of Common Stock owned by American Medical Finance

(2) Consists of 1,246,390 shares of Common Stock owned of record by Mr. Lycke,
32,500 shares which Mr. Lycke has the right to acquire, and 481,603 shares
of Common Stock owned of record by American Medical Finance.

(3) Consists of 105,221 shares of Common Stock owned of record by Mr. Bensen,
27,500 shares which Mr. Bensen has the right to acquire, and 481,603 shares
of Common Stock owned of record by American Medical Finance.

(4) Consists of 310,751 shares of Common Stock owned of record by Mr. Brown,
12,500 shares which Mr. Brown has the right to acquire, and 481,603 shares
of Common Stock owned of record by American Medical Finance.

(5) Consists of 1,600 shares of Common Stock owned of record by Mr. Miller and
37,000 shares which Mr. Miller has the right to acquire.

(6) Consists of 82,157 shares of Common Stock owned of record by Mr. Hedlund,
12,884 shares of Common Stock owned by Scandinavian Export Services, AB and
11,967 shares of Common Stock owned by Scandinavian Merchant Group, AB, and
12,500 shares which Mr. Hedlund has the right to acquire.

(7) Consists of 9,277 shares of Common Stock owned of record by Mr. Willems and
7,500 shares which Mr. Willems has the right to acquire.

(8) Consists of 25,000 shares of Common Stock owned of record by Mr. Price and
32,500 shares which Mr. Price has the right to acquire.

(9) Consists of 100 shares of Common Stock owned of record by Ms. Davis and
16,000 shares which Ms. Davis has the right to acquire.

(10) Includes an aggregate of 178,000 shares of Common Stock which they have a
right to acquire.

AMENDMENT TO THE 1998 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS

General

Stockholders are being asked to approve an amendment to the Plan,
which relates to 111,538 shares of Common Stock, to increase by 250,000 the
number of shares subject to the Plan to 361,538 shares. The following
description of the Plan is qualified in its entirety by reference to the Plan, a
copy of which is attached as Annex A.

As of October 1, 2001 options exercisable for an aggregate of 105,000
shares of Common Stock were outstanding.

Options granted under the Plan are non-qualified stock options. In
April 1998, the Company adopted the Plan to tie the compensation of outside
non-employee Directors to future potential growth in the Company's earnings, if
any, and to encourage them to remain on its Board of Directors, to provide
outside Directors with an increased incentive to make significant and
extraordinary contributions to the long-term performance and growth of the
Company, and to join the interests of the outside Directors through the
opportunity for increased stock ownership, with the interests of the Company's
stockholders. Only outside Directors shall be eligible to receive options under
the Plan.

The Board of Directors believes that the Company's future success
depends upon its ability to attract and retain the highest caliber outside
Directors and to use their capabilities to the fullest extent possible by
encouraging their dedication to the Company's interest and welfare through an
opportunity to acquire a proprietary interest in the Company. The Board of
Directors believes that one of the best ways to provide such opportunities is by
means of stock options granted under the Plan.

Administration and Summary of the Plan

An administrator, who is the Company's corporate secretary or any
person designated by the Board of Directors, shall administer the Plan. Unless
earlier terminated, the Plan will terminate on December 31, 2007.

Stock options granted under the Plan will give the option holder the
right to purchase Common Stock at an exercise price fixed in the stock option
agreement executed by the option holder and the Company at the time of grant.
The option exercise price will not be less than the fair market value of a share
of the authorized and issued Common Stock on the date the option is granted.
Generally, unless otherwise determined by the Board of Directors, the period for
exercising an option will begin on the first anniversary of the date of grant
and generally will end ten years from the date the option is granted. Other than
options exercisable for an aggregate of 30,000 shares of Common Stock granted in
1999, and 50,000 options the vesting of which was accelerated at the time of the
Company's initial public offering in 1999, fifty percent of the options granted
under the Plan become "vested" in the option holder on the first anniversary of
the date of grant with the remainder vesting on the second anniversary of the
date of grant. During the period an option is exercisable, the option holder may
pay the purchase price for the share subject to the option in cash, except the
stockholder may, under some circumstances, permit this payment to be by
surrender of shares of Common Stock, valued at their then fair market value on
the date of exercise, or by a combination of cash and shares.

In the event of any changes in the Common Stock by reason of stock
dividends, split-ups, recapitalization, mergers, consolidations, combinations,
or other exchanges of shares and the like, appropriate adjustments will be made
by the Board of Directors to the number of shares of Common Stock available for
issuance under the Plan, the number of shares subject to outstanding options,
and the exercise price per share of outstanding options, as necessary
substantially to preserve option holders' economics interests in their options.
No shares will be issued under the Plan until full payment has been made to the
Company. A holder of an option will have none of the rights of a stockholder,
including voting, dividend, and other ownership rights, until the shares are
issued to him or her. Shares subject to an option which remain unpurchased at
the expiration, termination, or cancellation of an option will again be
available for use under the Plan, but shares surrendered as payment for an
option, as described above will not again be available for use under the Plan.

Federal Income Tax Treatment of
Non-Qualified Stock Options

The following is a general summary of the federal income tax
consequences under current tax law of non-qualified stock options
("Non-Qualified Options"). This summary does not purport to cover all of the
special rules, including the state or local income or other tax consequences,
inherent in the ownership and exercise of Non-Qualified Options and the
ownership and disposition of the underlying shares.

An individual who receives a Non-Qualified Option will not recognize
any taxable income upon the grant of such Non-Qualified Option. In general, upon
exercise of a Non-Qualified Option, an individual will recognize ordinary income
in an amount equal to the excess (at the time of exercise) of the fair market
value of the shares of Common Stock received over the aggregate exercise price.
However, if the individual is an executive officer or Director of the Company or
the beneficial owner of more than ten percent of any class of equity securities
of the Company, the timing of recognition of income (and the determination of
the amount thereof) under certain circumstances possibly may be deferred for a
period following the exercise of a Non-Qualified Option (the "Deferral Period"),
unless the individual files a written election with the Internal Revenue
Service, within 30 days after the date of exercise, to include in income the
excess (on the date of exercise) of the fair market value of the shares of
Common Stock received over the aggregate exercise price.

An individual's tax basis in the shares of Common Stock received upon
the exercise of a Non-Qualified Option is cash paid on exercise, plus the amount
of ordinary income recognized by the optionee upon the exercise of such option.
The holding period for such shares would begin just after the receipt of such
shares or, in the case of an executive officer, Director or beneficial owner of
more than ten percent of any class of equity securities of the Company, just
after the expiration of the Deferral Period, if any (unless the individual
elected to be taxed as of the date of exercise). A deduction for federal income
tax purposes will be allowed to the Company in an amount equal to the ordinary
income included by the optionee, provided that such deduction constitutes an
ordinary and necessary business expense to the Company and is reasonable in
amount and the limitations of Section 162(m) of the Code do not apply.

If an individual exercises a Non-Qualified Option by delivering other
shares of Common Stock, the individual will not recognize gain or loss with
respect to the exchanged shares, even if their then fair market value is
different from the individual's tax basis in such shares. The individual,
however, will be taxed as described above with respect to the exercise of the
Non-Qualified Option as if the individual had paid the exercise price in cash,
and the Company generally will be entitled to an equivalent tax deduction.
Provided the individual receives a separate identifiable stock certificate
therefor, the individual's tax basis in that number of shares received on such
exercise which is equal to the number of shares surrendered on such exercise
will be equal to the individual's tax basis in the shares surrendered and the
individual's holding period for such number of shares received will include the
individual's holding period for the shares surrendered. The individual's tax
basis and holding period for the additional shares received on exercise of a
Non-Qualified Option paid for, in whole or in part, with shares of Common Stock
will be the same as if the individual had exercised the Non-Qualified Option
solely for cash.

Section 162(m)

Section 162(m) of the Code precludes a public corporation from taking
a tax deduction for certain compensation in excess of $1 million paid to its
chief executive officer or any of its four other highest-paid executive
officers. This limitation, however, does not apply to certain performance-based
compensation. Under Section 162(m) of the Code and the regulations adopted by
the Internal Revenue Service to implement such section, the Company believes
that any compensation expense derived from the exercise of stock options granted
under and pursuant to the Plan will be deductible by the Company for federal
income tax purposes to an exemption for performance-based plans.

As a result of the Taxpayer Relief Act of 1997, long term capital
gains on shares held for more than 12 months will be subject to a 28% maximum
rate unless held for more than 18 months in which event they will be subject to
a 20% maximum rate.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL
OF THE AMENDMENT TO THE COMPANY'S 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS.

RESERVATION OF SHARES OF COMMON STOCK

The Company is seeking approval by the stockholders of a proposed
reservation of up to 4,000,000 shares of Common Stock for issuance upon
conversion of shares of Series C Preferred Stock as described below.

Background

During October 2001, the Company commenced the private placement of up
to 200 Units (the "Units"), at $25,500 per Unit, each Unit consisting of 10,000
shares of its Common Stock and 20 shares of Series C Preferred Stock for
aggregate proceeds of up to $5,100,000 in cash, excluding costs and expenses
associated with such placement.

During October 2001, the Company received from European entities, each
an "accredited investor" as defined in Rule 501 of Regulation D under the
Securities Act, written commitments to acquire 146.2 Units for aggregate net
proceeds of $3,070,000 in cash payable as follows: $1,470,000 by December 31,
2001 and the remainder by March 31, 2002.

Each share of Series C Preferred Stock is convertible, upon approval by
the stockholders of the Company and under the circumstances described below,
into an aggregate of 1,000 shares of Common Stock.

Prior to such stockholder vote, the Series C Preferred Stock shall
accrue no dividends, shall have no liquidation preference, and shall not be
entitled to vote, except as otherwise required by law. In the event that on or
prior to March 31, 2002 (the "Final Approval Date"), stockholder approval to
convert the shares of Series C Preferred Stock is obtained, each share of Series
C Preferred Stock shall be automatically converted on such approval date into
1,000 shares of Common Stock. In the event that such stockholder approval is not
obtained on or prior to the Final Approval Date, the shares of Series C
Preferred Stock shall begin to accrue cumulative dividends at the rate of 8% per
annum and shall be redeemed by the Company out of the capital surplus or net
profits of the Company legally available thereof as set forth below at a
redemption price per share equal to the Redemption Price, as defined below. Upon
such redemption, the shares of Series C Preferred Stock shall become authorized,
but unissued, shares of capital stock of the Company. On each of July 1, 2002,
October 1, 2002, January 1, 2003, April 1, 2003, July 1, 2003, October 1, 2003,
January 1, 2004, April 1, 2004, July 1, 2004, October 1, 2004, and January 1,
2005, the Company shall redeem, pro rata from the holders thereof, 8.3333% of
the outstanding shares of Series C Preferred Stock, and on April 1, 2005 shall
redeem the remainder of the outstanding Series C Preferred Stock. Each of such
dates is hereinafter referred to as a "Redemption Date." Notwithstanding the
foregoing, commencing on the date immediately following the Final Approval Date,
the Company shall be entitled to redeem the shares of Series C Preferred Stock
prior to the required Redemption Date pro rata without premium or penalty, and
such additional shares of Series C Preferred Stock so redeemed shall be applied
to the shares of Series C Preferred Stock required to be redeemed on the
Redemption Dates furthest from such date.

The Common Stock is quoted on the Nasdaq SmallCap(R) Market maintained
by the National Association of Securities Dealers, Inc. (the "NASD"). Pursuant
to the listing agreement between the Company and the NASD, as well as the
provisions of the rules of the NASD applicable to the Company as a result of
this agreement, stockholder approval is required in order for the Company to
enter into any transaction as a result of which a number of shares of Common
Stock in excess of 20% of the outstanding Common Stock may potentially be
issued. At the record date for this meeting, the number of shares of Common
Stock outstanding was 10,481,514. The 4,000,000 shares of Common Stock which
would be issuable upon the conversion of the Series C Preferred Stock if the
stockholder approval is not obtained on or prior to the Final Approval Date,
represents in the aggregate 38.2% of the currently outstanding shares of Common
Stock.

There are authorized 40,000,000 shares of Common Stock under the
Company's Certificate of Incorporation, of which 10,481,514 shares are presently
outstanding and an aggregate of 2,361,634 shares are currently reserved for
issuance upon exercise as follows: (i) 250,000 shares upon exercise of the
Representatives' Warrants issued in connection with the Company's initial public
offering; (ii) 1,419,230 shares upon exercise of options granted or to be
granted under the Company's effective stock option plans; and (iii) 692,404
shares upon exercise of warrants outstanding at October 31, 2001. The additional
4,000,000 shares to be issued if the proposal is approved will increase the
total number of shares outstanding to 14,481,514, which represents 38.2% of the
currently outstanding shares of Common Stock.

A vote for the proposal is a vote in favor of the conversion of the
shares of Series C Preferred Stock into an aggregate of up to 4,000,000 shares
of Common Stock. A vote against the proposal is a vote to have the Company
redeem the Series C Preferred Stock for cash as described above.

Required Vote

The approval of the holders of a majority of the shares of Common
Stock voting as one class present in person or by proxy at the Meeting for this
purpose is required. The shares of holders who abstain will be counted in the
determination and therefore will have the same effect as a vote against. Shares
held in nominee names as to which the broker does not vote on the proposal will
not be counted in determining the shares present in person or by proxy as to
this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR THE
PROPOSAL.

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into two classes with each
class consisting of, as nearly as possible, one-half of the total number of
Directors constituting the entire Board of Directors. The Board of Directors
currently consists of three members in Class I and three members in Class II.
The terms of the Class II Directors expire at this meeting of stockholders and
the terms of the Class I Directors expire at the 2002 meeting of stockholders.
Each class is elected for a term of two years. At each annual meeting of
stockholders, Directors are elected to succeed those in the class the term of
which expires at that annual meeting, such newly elected Directors to hold
office until the second succeeding annual meeting and the election and
qualification of their respective successors.

The Board of Directors recommends the election of the three nominees
for Class II Directors listed below, all of whom are currently Directors of the
Company. If for any reason any of said nominees shall become unavailable for
election, proxies will be voted for a substitute nominee designated by the Board
of Directors, but the Board of Directors has no reason to believe that this will
occur. Directors of the Company are elected by a plurality of the votes cast at
a meeting of stockholders.

Information Concerning Nominees for Class II Directors

The name and age of each nominee and the year he became a Director of
the Company, according to information furnished by each, is as follows:

First
Became a
Name Age Director
- ---------------------------------------------- --- ------------------

Sture Hedlund 63 April 1996

John C. Willems 45 April 1996

Westcott W. Price, III 60 February 1998

Sture Hedlund has served as a Director of our Company since 1998.
Since January 1987, Mr. Hedlund has also served as Chairman of the board of
directors of Scandinavian Merchant Group AB, a Swedish corporation engaged in
venture capital investing. From 1993 to April 5, 2001, Mr. Hedlund served as a
director of Ortivus AB, a public company engaged in the business of medical
technology, and was a director of Ortivus Medical AB, a subsidiary of Ortivus
AB, engaged in the manufacture of heart monitoring devices.

John C. Willems, III has served as a Director of our Company since 1998
and has been our legal counsel since April 1996. Since March 1999, Mr. Willems
has worked in his private law practice in Dallas, Texas. From September 1993,
Mr. Willems was an attorney with the law firm of McKinley, Ringer & Zeiger, PC,
in Dallas, Texas, practicing in the area of business law. From January 1992 to
August 1993, Mr. Willems was an attorney in the law firm of Settle & Pou, PC,
also located in Dallas, Texas.

Westcott W. Price, III, has served as a Director of our Company since
April 1999. Mr. Price is the former President, Chief Executive Officer and Vice
Chairman of the board of directors of FHP International Corporation ("FHP"), a
publicly-held managed healthcare company. During his fifteen-year tenure at FHP,
it's annual revenues grew from under $50 million to over $4 billion. In February
1997, FHP was acquired for $2.1 billion. Before joining FHP in 1981, Mr. Price
served as President and Chief Executive Officer of Wm. Flaggs, Inc., a
restaurant chain. From 1970 to 1973, Mr. Price was the Chief Operating Officer
of California Medical Centers, a publicly-held long-term care and retail
pharmacy-operating company in Los Angeles. Mr. Price has in the past served on
various boards, including Health Maintenance Life Insurance Company and Talbert
Medical Management Company, a physician practice management company with
revenues of $460 million. He currently serves as a director of Scripps Health, a
non-profit hospital operating company, and of StorComm, Inc., as well as other
private companies. Mr. Price is a member of the Advisory Board for the School of
Medicine at the University of California-Irvine.

Information Concerning the Class I Directors

Bo W. Lycke, age 54, has served as our Chairman of the Board of
Directors, President, and Chief Executive Officer since our inception. In 1990,
Mr. Lycke founded American Medical Finance for the purpose of financing and
processing medical accounts receivable and, since such time, has served as the
Chairman of the Board of Directors thereof. During the period from 1983 to 1990,
Mr. Lycke was involved in a variety of entrepreneurial undertakings in the
fields of satellite antenna manufacturing, precious metal scrap recovery, and
independent radio programming production. He also has extensive experience as a
director of several private companies. In 1972, Mr. Lycke founded, and from 1973
to 1983, was president and director, of Scanoil, Inc., a company engaged in
domestic and international oil futures trading, as well as chartering and
operating ocean-going oil tankers. From 1971 to 1983 Mr. Lycke also served as a
President and director of various domestic operating subsidiaries of the Volvo
Automotive/Beijer Group, the indirect owner of Scanoil, Inc.

Ward L. Bensen, age 59, has been a Director since April 1996 and has
served as our Treasurer since inception. He has served as a director, and since
June 1994, as Senior Vice President of American Medical Finance where he is
primarily responsible for its marketing efforts in the western United States and
receivables acquisitions nationwide. From March 1993 until September 1993, Mr.
Bensen was Vice President of Investment, and marketed investment programs for
both Prudential Securities and Shearson Lehman Brothers, and, from 1991 to 1993,
provided specialized investment banking services as a partner of John Casey and
Associates, a contract wholesale securities marketing firm. From 1984 to 1991,
he served as Division Vice President for Jones International Securities and
prior thereto, held various positions with Shearson American Express, The Safeco
Insurance Co. and Procter & Gamble.

Robert H. Brown, Jr., age 48, has served as a Director of our Company
since April 1996 and had been a director of American Medical Finance since 1990.
Since January 1999, Mr. Brown has served as President and Chief Executive
Officer of Frost Securities, Inc. From July 1998 to January 1999, Mr. Brown
served as President and Chief Executive Officer of RHB Capital, LLC, a
Dallas-based private investment firm. From 1990 to 1998, Mr. Brown was employed
by Dain Rauscher, Inc., a regional investment banking and brokerage firm, as an
Executive Vice President. Mr. Brown was Senior Vice President of TM Capital
Corporation during 1989. From 1985 to 1989, Mr. Brown was a Vice President of
Thompson McKinnon Securities, where he was responsible for all corporate finance
activities in the southwestern United States. Mr. Brown also serves as a
director of Emerson Radio Inc.

Meetings and Committees

During the fiscal year ended December 31, 2000 ("Fiscal 2000"), the
Board of Directors held five meetings, including those in which matters were
adopted by unanimous written consent. The Board has an audit committee (the
"Audit Committee") and a compensation committee (the "Compensation Committee").

The Audit Committee of the Board of Directors consists of Messrs.
Brown, Bensen and Hedlund. It held four meetings during Fiscal 2000. The Audit
Committee is responsible for reviewing the plans and results of the audit
engagement with the independent auditors; reviewing the adequacy, scope, and
results of the internal accounting controls and procedures; reviewing the degree
of independence of the auditors; reviewing the auditors' fees; and recommending
the engagement of auditors to the full Board of Directors.

Messrs. Brown and Hedlund are members of the Compensation Committee.
The Compensation Committee has (1) full power and authority to interpret the
provisions of, and supervise the administration of, the Company's 1997 Stock
Option Plan (the "1997 Plan") and (2) the authority to review all compensation
matters relating to the Company. The Compensation Committee held one meeting
during Fiscal 2000, as well as two unanimous written consents in lieu of
meetings.

EXECUTIVE COMPENSATION

Compliance with Section 16(a) of
The Securities Exchange Act of 1934

Section 16(a) of the Exchange Act and the rules of the Securities and
Exchange Commission (the "Commission") thereunder require the Company's
Directors and officers, and any person who beneficially owns more than ten
percent of the Common Stock (collectively, "Reporting Persons"), to file reports
of their ownership and changes in ownership of Common Stock with the Commission.
Reporting Persons are also required to furnish the Company with copies of all
Section 16(a) reports they file.

Based solely upon a review of copies of such reports furnished to the
Company, and written representations that certain reports were not required, the
Company believes that, except as provided below, all of its Reporting Persons
filed on a timely basis all reports required by Section 16(a) of the Exchange
Act during or with respect to Fiscal 2000. Mr. Bensen sold shares of Common
Stock during May 2001. A Form 4 Statement of Beneficial Ownership with respect
to such sales was filed on or about July 1, 2001.

Executive Compensation

The following table sets forth the compensation paid or accrued by the
Company for services rendered in all capacities during the years ended December
31, 2000, 1999, and 1998 by the Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company.

SUMMARY COMPENSATION TABLE
Annual Compensation

Annual Compensation
-----------------------------------------------
Name and Principal Position Year Salary Bonus
- --------------------------------------------------------------- --------------- -------------- ----------------

Bo W. Lycke............................................... 2000 $263,173 $ 11,891
Chairman of the Board of Directors, President, and Chief 1999 258,390 --
Executive Officer 1998 108,333 --

Terry A. Lee (1).......................................... 2000 231,729 3,868
Former Executive Vice President and Chief Operating Officer 1999 140,865 15,000
1998 125,000 --

Paul W. Miller (2)........................................ 2000 130,192 7,723
Senior Vice President, Chief Operating Officer, and Chief 1999 106,345 31,487
Financial Officer 1998 100,000 20,000

Abbas R. Kafi (3)......................................... 2000 139,462 2,759
Former Senior Vice President and Chief Technology Officer 1999 125,000 15,512
1998 55,288
--
Patricia Davis (4)........................................ 2000 109,680 3,482
Senior Vice President of Sales and Operations 1999 19,961 850
1998 -- --

(1) The employment of Mr. Lee terminated effective June 16, 2000. Mr. Lee's
salary for the year ended December 31, 2000 includes $162,500 pursuant to a
severance agreement.

(2) Mr. Miller was appointed Chief Operating Officer in October 2000.

(3) The employment of Mr. Kafi terminated in June 2001.

(4) Ms. Davis joined the Company in October 1999.

Director Compensation

During the year ended December 31, 2000, the Directors received no
compensation for their services other than reimbursement of expenses relating to
attending meetings of the Board of Directors, and options under the Plan or the
1997 Plan.

Directors' Stock Option Plan

See "Amendment to the 1998 Stock Option Plan for Non-Employee
Directors."

Employment Agreements

In April 1997, the Company entered into an employment agreement with
Mr. Lycke providing that, commencing on December 11, 1998, the first effective
date of its initial public offering, and expiring on December 31, 2002, Mr.
Lycke will serve as Chairman of the Board of Directors, President, and Chief
Executive Officer of the Company at a base salary equal to $250,000, increasing
by 5% per annum subject to increase by the Board of Directors, and any bonuses
as may be determined by the Board of Directors. In addition, Mr. Lycke is to
receive use of a Company-owned automobile or an automobile allowance. In the
event of a change in control of the Company as defined in the employment
agreement, all options previously granted to Mr. Lycke which remain unvested
will automatically vest immediately. Upon a termination of Mr. Lycke's
employment following a change in control, unless Mr. Lycke voluntarily
terminates his employment for other than listed reasons described in the
employment agreement, the Company is required to pay Mr. Lycke a lump sum
severance payment equal to one-half his then current annual salary. In addition,
if Mr. Lycke's employment is terminated (1) upon his death, (2) by the Company
due to disability, (3) by the Company without cause, or (4) by Mr. Lycke
voluntarily upon the Company's default or an unremedied adverse change in
duties, as defined in the agreement, then the Company is required to pay Mr.
Lycke a lump sum severance payment equal to his then current annual salary. Mr.
Lycke may terminate his employment at any time upon at least 30 days written
notice to the Company. Upon such termination by the agreement, Mr. Lycke is
subject to non-compete, non-disturbance, and non-interference provisions for one
year.

1997 Stock Option Plan

In April 1997, the Board of Directors and stockholders of the Company
adopted the 1997 Plan. The 1997 Plan provides for the grant of options to
purchase up to an aggregate of 1,307,692 shares of Common Stock to employees,
officers, Directors, and consultants of the Company, of which there was
outstanding as of October 31, 2001 options to purchase 655,600 shares. Options
may be either "incentive stock options" or non-qualified options under the
Federal tax laws. Incentive stock options may be granted only to employees of
the Company, while non-qualified options may be issued to non-employee
Directors, consultants, and others, as well as to employees of the Company.

The 1997 Plan is to be administered by "disinterested members" of the
Board of Directors or the Compensation Committee, who determine, among other
things, the individuals who shall receive options, the time period during which
the options may be partially or fully exercised, the number of shares of Common
Stock issuable upon the exercise of each option, and the option exercise price.

Subject to a number of exceptions, the exercise price per share of
Common Stock subject to an incentive option may not be less than the fair market
value per share of Common Stock on the date the option is granted. The per share
exercise price of the Common Stock subject to a non-qualified option may be
established by the Board of Directors, but shall not, however, be less than 85%
of the fair market value per share of Common Stock on the date the option is
granted. The aggregate fair market value of Common Stock for which any person
may be granted incentive stock options which first become exercisable in any
calendar year may not exceed $100,000 on the date of grant.

In the event of termination of employment or engagement other than by
death or disability, the optionee will have no more than three months after such
termination during which the optionee shall be entitled to exercise the option,
unless otherwise determined by the Board of Directors. Upon termination of
employment or engagement of an optionee by reason of death or permanent and
total disability, the optionee's options remain exercisable for one year to the
extent the options were exercisable on the date of such termination. No similar
limitation applies to non-qualified options.

No options may be granted under the 1997 Plan after April 4, 2007.
Subject to a number of exceptions, the options may not be longer than ten years.

Any unexercised options that expire or that terminate upon an
employee's ceasing to be employed by the Company become available again for
grant under the 1997 Plan.

Stock Options and Warrants

No options or warrants were exercised during the year ended December
31, 2000. The following tables set forth the details as to the options and
warrants granted by the Company during and held at the end of the year ended
December 31, 2000 by those persons set forth under the Summary Compensation
Table:

Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for
Option Term(1)
- -------------------------------------------------------------------------------- ------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)

Number of % of Total
Securities Options and
Underlying Warrants
Options and Granted to Exercise
Warrants Employees in Price Expiration
Name Granted Fiscal Year ($/sh) Date 0% 5% 10%
---- ------- ----------- ------- ----------- -- --- ---

Bo W. Lycke 22,500 6.0% $3.00 6/2/10 $ 0 $42,450 $107,578

Terry A. Lee -- -- -- -- -- -- --

Paul W. Miller 12,000 3.2% $3.00 6/2/10 0 22,640 57,375

Abbas R. Kafi(2) 20,000 5.4% $8.00 4/18/10 0 100,623 255,000
12,000 3.2% $3.00 6/2/10 0 22,640 57,375

Patricia Davis 12,000 3.2% $3.00 6/2/10 0 22,640 57,375

- -------------------

(1) In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), shown are the gains or "option spreads" that would exist for
the options or warrants granted, based on the assumed rates of annually
compounded stock price appreciation of 5% and 10% from the date the option
or warrant was granted over the full option or warrant term, without
adjustment for the present valuation of such potential future option or
warrant spread.

(2) Mr. Kafi's options and warrants expired upon and subsequent to the
cessation of his employment in June 2001.

Number of Shares Underlying Value of Unexercised
Unexercised Options/Warrants at In-the-Money Options/Warrants at
December 31, 2000 (1) December 31, 2000
-------------------------- ---------------------- ----------------------- -------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Bo W. Lycke -- / -- 5,000 / 37,500 -- / -- -- / --
Terry A. Lee (1) -- / -- 114,189 / -- -- / -- -- / --
Paul W. Miller -- / -- 12,500 / 49,500 -- / -- -- / --
Abbas R. Kafi (2) -- / -- 3,000 / 39,000 -- / -- -- / --
Patricia Davis -- / -- 2,000 / 18,000 -- / -- -- / --

(1) Mr. Lee's options expired upon and subsequent to the cessation of his
employment in June 2001.

(2) Mr. Kafi's options and warrants expired upon and subsequent to the
cessation of his employment in June 2001.

Report of the Compensation Committee
on Executive Compensation

The Compensation Committee is authorized to review and make
recommendations to the Board of Directors as to the compensation in cash or
other forms for its executive officers. The compensation policy of the
Compensation Committee is to provide for a base salary which in most instances
is not greater than base salaries paid by other companies of comparable size and
capitalization in or out of the industry in which the Company is engaged to
officers with the same positions and responsibilities and provide for cash
bonuses or stock options based on the attainment of favorable operating results
by the Company.

The Compensation Committee believes that the Company's stock option
program should be used as a means to conserve cash in rewarding executive and
key employees for good or exceptional performance, the performance of increased
responsibilities, improved performance independent of operating results,
loyalty, and seniority.

The Compensation Committee

Sture Hedlund
Robert H. Brown, Jr.

Performance Graph

The following graph provides a comparison of cumulative shareholder
returns ("Total Return") for the Company as compared with the Nasdaq Composite
Index and the Dow-Jones Internet Commerce Index. The graph covers the period
April 6, 1999, when the Common Stock began trading on the Nasdaq Small Cap
Market System, through December 31, 2000.

------------ ---------------------------------------------
Nasdaq Dow-Jones
Date Claimsnet Composite Internet
------------ ----------------------------------------------
4/6/99 0.0% 0.0% 0.0%
4/30/99 18.8% -0.7% -0.7%
5/28/99 11.7% -5.5% -21.4%
6/30/99 4.7% 4.9% -14.6%
7/30/99 -13.3% 3.1% -34.8%
8/31/99 -25.0% 7.0% -37.5%
9/30/99 -45.3% 7.3% -30.3%
10/29/99 -40.6% 15.9% -34.0%
11/30/99 7.0% 30.3% -23.5%
12/31/99 25.0% 59.0% -20.9%
1/31/00 14.1% 53.9% -22.5%
2/29/00 12.5% 83.5% -23.7%
3/31/00 14.1% 78.6% -23.2%
4/30/00 -33.6% 50.8% -40.9%
5/31/00 -75.0% 32.8% -51.3%
6/30/00 -56.3% 54.9% -52.4%
7/31/00 -67.2% 47.1% -54.2%
8/31/00 -48.1% 64.3% -46.7%
9/30/00 -59.4% 43.5% -55.7%
10/31/00 -71.9% 31.6% -65.7%
11/30/00 -68.4% 1.5% -78.7%
12/31/00 -84.4% -3.5% -82.8%

Certain Relationships and Related Transactions

Bo W. Lycke, our Chairman of the Board, President, and Chief Executive
Officer, Ward L. Bensen, a Director, and Robert H. Brown, Jr., a Director, are,
respectively, the Chairman of the Board, a Director and Senior Vice President,
and a Director, and owners, respectively, of 71.1%, 11.2%, and 17.7% of the
outstanding capital stock of American Medical Finance. They devoted minimal time
to winding up the business and affairs of American Medical Finance for
approximately three months following the initial public offering.

On July 31, 1996, the Company acquired all of the Internet software,
licenses, intellectual property rights, and technology developed by American
Medical Finance in exchange for a promissory note in the amount of $3,740,000
bearing interest at the rate of 9.5% per annum collateralized by all of the
Internet software, intellectual property rights, Internet technology, and
technology rights of the Company, including software development costs. On
September 19, 1997, American Medical Finance reduced the principal amount of
this note to $2,000,000 and contributed the remaining $1,740,000 in principal
amount of this note to the capital of the Company. The note was repaid in April
1999 from net proceeds of the initial public offering of the Common Stock of the
Company.

Upon the consummation of the acquisition transaction with American
Medical Finance, American Medical Finance agreed to provide the Company with a
credit line of up to $2,000,000 to facilitate additional development of the
Company's services and technology. During June 1998, American Medical Finance
purchased an aggregate of 107,704 shares of Common Stock in the Company's then
private placement. As consideration, American Medical Finance cancelled $450,000
of the principal balance then outstanding under the credit line. At December 31,
1998, advances under this line of credit were approximately $1,462,000. The line
of credit accrued interest at the rate of 9.5% per annum and was secured by all
of the assets of the Company, other than the collateral securing the note to
American Medical Finance described above. The line of credit loan was repaid in
April 1999 from the net proceeds of the Company's initial public offering of the
Common Stock of the Company.

On May 24, 2000, American Medical Finance acquired 100,000 shares of
Common Stock from the Company at the purchase price of $3.00 per share.

American Medical Finance is the record owner of 481,603 shares of
Common Stock, representing 4.6% of the outstanding Common Stock as of October
31, 2001.

All future transactions between the Company and its officers,
Directors, and 5% stockholders will be on terms no less favorable to the Company
than can be obtained from unaffiliated third parties and will be approved by a
majority of the independent and disinterested Directors of the Company.

In March 2001, the Company borrowed $400,000 pursuant to a loan
agreement with American Medical Finance, Inc. Principal and interest, at 9.5%
per annum on the unpaid principal, and matures in March 2002 and allows
repayment prior to maturity. The Company repaid the loan and all accrued
interest in May 2001.

On April 12, 2001, the Company entered into an agreement with McKesson
which superseded the October 1999 agreement. Under the 1999 Development and
Services Agreement the Company (a) issued a three year warrant to McKesson to
purchase 819,184 shares of Common Stock at $7.00 per share, (b) received fees
for the development of a private label claims processing and statement
processing internet application for McKesson, (c) received one of three
scheduled license fee payments for use of the McKesson internet application, (d)
received monthly support fees for dedicated private label system hosting,
operation and support services commencing at the date of acceptance of the
McKesson internet application, and (e) received transaction fees for claims and
statements processed by the McKesson internet application. Under the new
agreement, (a) McKesson acquired 1,514,285 shares of Common Stock at $1.75 per
share for net proceeds of $2,650,000, (b) McKesson paid a one-time fee of
$200,000 to us, (c) the stock purchase warrant originally issued to McKesson in
October 1999 was cancelled, (d) McKesson retained a license to use the McKesson
internet application to process statements and claims without additional license
fee payments, (e) McKesson agreed to eliminate the need for dedicated private
label system hosting, operation, and support services and we agreed to provide
standard system hosting, operation, and support serviced without the payment of
future monthly support fees, (f) the Company will receive fees for transactions
processed by the McKesson internet application, (g) the Company and McKesson
agreed to use best efforts to expand the scope of the license agreement to
include additional claim types, and (h) the Company and McKesson agreed to use
best efforts to pursue other unspecified business opportunities. Under a
separate agreement, the Company has contracted for McKesson processing services
to print patient statements and submit claims to payers for certain of the
Company's customers, for which the Company pays McKesson fees for some
transactions and shares third party revenues for other transactions.

Pursuant to the 1999 Development and Services Agreement, the Company
recorded cash payments received for development and license fees as deferred
revenue and amortized the total expected contract payments to revenue ratably
over the life of the contract. The Company recorded, in shareholders' equity,
the imputed value of the warrant as deferred sales discount and amortized the
amount as an offset to revenues ratably over the life of the license. During the
year ended December 31, 2000, the Company received cash payments of $2,004,000
and recorded net revenue of $681,000 (net of $314,000 in deferred sales discount
amortization). Pursuant to the processing services agreement, the Company
recorded $411,000 of expense related to fees paid to McKesson and $79,000 of
shared revenue for fees received from McKesson during the year ended December
31, 2000. The Company has no other customers for which it is providing services
substantially similar to those under the Development and Services Agreement. The
fees paid to and received from McKesson pursuant to the processing services
agreement are similar to fees with non-affiliates.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information with respect to the
beneficial ownership of shares of Common Stock as of October 31, 2001 of each
executive officer and director, and of each stockholder of the Company known to
own beneficially more than 5% of the outstanding shares of Common Stock and all
officers and Directors as a group. The number of shares beneficially owned is
determined under the rules of the Securities and Exchange Commission and the
information is not necessarily indicative of beneficial ownership for any other
person. Under such rules, "beneficial ownership" includes shares as to which the
undersigned has sole or shared voting power or investment power and shares which
the undersigned has the right to acquire within 60 days of June 30, 2001 through
the exercise of any stock option or other right. Unless otherwise indicated, the
named person has sole investment and voting power with respect to the shares set
forth in the table.

Except as otherwise noted below, the address of each of the persons in
the table is c/o Claimsnet.com inc, 12801 N. Central Expressway, Suite 1515,
Dallas, Texas 75243.

Name and Address Shares Beneficially
of Beneficial Owner Owned as of Percentage of
- ------------------- October 31, 2001+ Outstanding
---------------- -----------

Bo W. Lycke (1) (2) 1,760,493 16.8%

McKesson Corporation 1,514,285 14.4

Sinclair Restructuring Fund 1,000,000 9.5

Robert H. Brown, Jr. (1) (4) 804,854 7.7

Ward L. Bensen (1) (3) 614,324 5.9

American Medical Finance (1) 481,603 4.6

Sture Hedlund (6) 119,508 1.1

Westcott W. Price III (8) 57,500 *

Paul W. Miller (5) 38,600 *

John C. Willems III (7) 16,777 *

Patricia Davis (9) 16,100 *

Jeffrey P. Baird - *

All Directors and executive officers as a group (9 2,464,950 23.5
persons) (10)
- --------------------------------

* Less than one percent.

(5) Consists of 1,600 shares of Common Stock owned of record by Mr. Miller and
37,000 shares which Mr. Miller has the right to acquire.

(7) Consists of 9,277 shares of Common Stock owned of record by Mr. Willems and
7,500 shares which Mr. Willems has the right to acquire.

(8) Consists of 25,000 shares of Common Stock owned of record by Mr. Price and
32,500 shares which Mr. Price has the right to acquire.

(9) Consists of 100 shares of Common Stock owned of record by Ms. Davis and
16,000 shares which Ms. Davis has the right to acquire.

(10) Includes an aggregate of 178,000 shares of Common Stock which they have a
right to acquire.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP independent
auditors, to audit the financial statements of the Company for the fiscal year
ending December 31, 2001. King Griffin & Adamson P.C. audited the Company's
financial statements for the years ended December 31, 1997 and 1998 and were
replaced as auditors for the Company on August 10, 1999 by Ernst & Young LLP.
Representatives of King Griffin & Adamson P.C. and Ernst Young LLP are expected
to be present at the Meeting and will have an opportunity to make a statement if
they desire to do so, and are expected to respond to appropriate questions.

Required Vote

The affirmative vote of the holders of a majority of the shares of
Common Stock voting in person or by proxy on this proposal at the Meeting is
required to ratify the appointment of the independent auditors.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

ANNUAL REPORT

The Annual Report of the Company to the stockholders for the year
ended December 31, 2000, including financial statements, is being mailed to
stockholders with this proxy material.

PROXY SOLICITATION

The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mail, proxies may be solicited, personally, or by
telephone or telegraph, by officers, Directors, and regular employees of the
Company, who will not be specially compensated for this purpose. The Company
will also request record holders of Common Stock who are securities brokers,
custodians, nominees, and fiduciaries to forward soliciting material to the
beneficial owners of such stock, and will reimburse such brokers, custodians,
nominees, and fiduciaries for their reasonable out-of-pocket expenses in
forwarding soliciting material.

OTHER MATTERS

The Company is unaware of any matters, other than those mentioned
above, which will be brought before the Meeting for action. However, if any
other matters properly come before the Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote such proxy in accordance
with their judgment on such matters.

Any proposals intended to be presented by stockholders at the Annual
Meeting of Stockholders to be held in 2002 must be received by the Company for
inclusion in the Company's proxy material a reasonable period of time prior to
the solicitation of proxies with respect to the Annual Meeting of Stockholders
to be held in 2002, with solicitation anticipated to commence in September,
2002.

It is important that your proxy be returned promptly no matter how
small or large your holding may be. Stockholders who do not expect to attend in
person are urged to execute and return the enclosed form of proxy.

November __, 2001

/s/ BO W. LYCKE
-------------------------------
Bo W. Lycke, President

ANNEX A

CLAIMSNET.COM INC.

1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED

1. Purpose
-------

The purpose of the Claimsnet.com inc. Stock Option Plan for
Non-Employee Directors (the "Plan") is to promote the interests of Claimsnet.com
inc. (the "Company") and its stockholders by increasing the proprietary and
vested interest of non-employee directors in the growth and performance of the
Company by granting such directors options to purchase shares of Common Stock,
par value $.001 per share (the "Shares"), of the Company.

2. Administration
--------------

The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to
receive options, the number of Shares subject to any such options, the purchase
price thereunder or the timing of grants of options under the Plan. The
determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware.

3. Eligibility
-----------

The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are "Non-Employeee Directors", as
such term is defined in Rule 16b-3(b)(3) promulgated under the Securities
Exchange Act of 1934 ("Eligible Directors"). Any holder of an option granted
hereunder shall hereinafter be referred to as a "Participant."

4. Shares
------

Subject to the Plan, subject to adjustment as provided in Section 6, an
aggregate of 361,538 Shares shall be available for issuance upon the exercise of
options granted under the Plan. The Shares deliverable upon the exercise of
options may be made available from authorized but unissued Shares or treasury
Shares. If any option granted under the Plan shall terminate for any reason
without having been exercised, the Shares subject to, but not delivered under,
such option shall be available for other options. If any option granted under
the Plan is exercised through the delivery of Shares, the number of Shares
available for issuance upon the exercise of options shall be increased by the
number of Shares surrendered, to the extent permissible under Rule 16b-3.

5. Grant, Terms and Conditions of Options
--------------------------------------

(a) Effective upon the closing of the initial public offering of the
securities of the Company, subject to approval of the Plan by the stockholders
of the Company, each Eligible Director has been granted an option hereunder to
purchase 5,000 Shares. In addition, in recognition of services heretofore
rendered in their capacity as directors of the Company, effective upon the
closing of the initial public offering of securities of the Company, subject to
approval of the Plan by the stockholders of the Company, Sture Hedlund and
Robert H. Brown, Jr. has each been granted an additional option hereunder to
purchase 5,000 shares, and Ward L. Bensen has been granted an additional option
hereunder to purchase 20,000 shares.

(b) Upon first election or appointment to the Board, each newly elected
Eligible Director will be granted an option to purchase 5,000 Shares.

(c) Immediately following each Annual Stockholders Meeting, commencing
with the meeting following the close of fiscal year 1998, an Eligible Director
serving as Chairman of the Board, other than an Eligible Director first elected
to the Board within the 12 months immediately preceding and including such
meeting, will be granted an option to purchase 5,000 Shares; and each Eligible
Director, other than an Eligible Director first elected to the Board within the
12 months immediately preceding and including such meeting, will be granted an
option to purchase 5,000 Shares.

(d) The options granted will be non statutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), and shall have the following terms and
conditions:

(i) Price. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per
Share on the date the option is granted. For purposes of this Plan,
Fair Market Value shall be the closing sales price as reported on the
Nasdaq National Market or such other national securities exchange,
inter-dealer quotation system or electronic bulletin board or over the
counter market as the Company's Common Stock shall then be traded on
the date in question, or, if the Shares shall not have traded on such
date, the closing sales price on the first date prior thereto on which
the Shares were so traded.

(ii) Payment. Options may be exercised only upon payment of
the purchase price thereof in full. Such payment shall be made in cash
or, unless otherwise determined by the Board, in Shares, which shall
have a Fair Market Value (determined in accordance with the rules of
paragraph (i) above) at least equal to the aggregate exercise price of
the Shares being purchased, or a combination of cash and Shares.

(iii) Exercisability and Term of Options. Unless otherwise
specified in the option, fifty percent of the options granted hereunder
shall be exercisable commencing on the first anniversary of the date of
grant, and the remaining fifty percent shall be exercisable commencing
on the second anniversary of the date of grant and shall be exercisable
until the date ten years from the date of grant. Options shall be
exercisable in whole or in part at all times during the period
beginning on the date which is the first anniversary of the date of
grant until the earlier of ten years from the date of grant (unless
otherwise specified in the option) and the expiration of the one year
period provided in paragraph (iv) below.

(iv) Termination of Service as Eligible Director. Upon
termination of a participant's service as Director for any reason, all
outstanding options shall be exercisable in whole or in part for a
period of one year from the date upon which the participant ceases to
be a Director, provided that in no event shall the options be
exercisable beyond the period provided for in paragraph (iii) above.

(v) Nontransferability of Options. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a participant otherwise than by will or the laws of
descent and distribution, and during the lifetime of the participant to
whom an option is granted it may be exercised only by the participant
or by the participant's guardian or legal representative.
Notwithstanding the foregoing, options may be transferred pursuant to a
qualified domestic relations order.

(vi) Listing and Registration. Each option shall be subject to
the requirement that if at any time the Board shall determine, in its
discretion, that the listing, registration or qualification of the
Shares subject to such option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such option or the issue or purchase
of Shares thereunder, no such option may be exercised in whole or in
part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any condition not
acceptable to the Board.

(vii) Option Agreement. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the
terms and provisions set forth herein and shall otherwise be consistent
with the provisions of the Plan.

6. Adjustment of and Changes in Shares
-----------------------------------

In the event of a stock split, stock dividend, subdivision or
combination of the Shares or other change in corporate structure affecting the
Shares, the number of Shares authorized by the Plan shall be increased or
decreased proportionately, as the case may be, and the number of Shares subject
to any outstanding option shall be increased or decreased proportionately, as
the case may be, with appropriate corresponding adjustment in the purchase price
per Share thereunder.

7. No Rights of Stockholders
-------------------------

Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a stockholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.

8. Plan Amendments
---------------

The Plan may be amended by the Board, as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of stockholders
of the Company: (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 6, (ii) change the requirement of Section 5(d) that
option grants be priced at Fair Market Value, except as permitted by Section 6,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Sections 3 and/or 5 may not be amended more often
than once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules under
either such statute.

9. Effective Date and Duration of Plan
-----------------------------------

The Plan shall become effective upon the adoption by the Board so long
as it is approved by Stockholders at any time within 12 months after the
adoption of the Plan by the Board. The Plan shall terminate the day following
the tenth Annual Stockholders Meeting at which Directors are elected succeeding
the Annual Stockholders Meeting at which the Plan was approved by Stockholders,
unless the Plan is extended or terminated at an earlier date by Stockholders or
is terminated by exhaustion of the Shares available for issuance hereunder.