[CLAIMSNET.COM LOGO]

            SUPPLEMENT TO THE PROXY STATEMENT DATED DECEMBER 5, 2001

         The Proxy Statement, dated December 5, 2001 being transmitted herewith,
is supplemented hereby to provide additional information with respect to the
following proposals:

1. "ELECTION OF DIRECTORS"

Meetings and Committees. The Audit Committee has reviewed and discussed with
management and the independent auditors the audited consolidated financial
statements and the quarterly condensed consolidated financial statements and the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). In addition, the Audit Committee has
received from the independent auditors the written disclosures and the letter
required by Independence Standards Board No. 1 (Independence Discussions with
Audit Committees) and discussed with them their independence from the Company
and its management. Based on the review of the financial statements and
discussions described above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K. The Audit Committee adopted a written charter on
August 12, 1999, a copy of which is provided as an Appendix to the Supplement.

2. "RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS"

Audit Fees. The aggregate fees billed or expected to be billed by Ernst & Young
LLP for the annual audit of the Company's financial statements for the fiscal
year ended December 31, 2000, review of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and the reviews of the financial statements
included in quarterly reports on Form 10-Q for the first three quarters of 2000,
were $100,200.

The Company did not incur any financial information systems design and
implementation fees.

All Other Fees. Additional fees billed by Ernst & Young LLP for the fiscal year
ended December 31, 2000, for other services, primarily audit related for due
diligence and other services provided in connection with other filings with the
Commission under the Securities and Exchange Act of 1934, aggregated $60,696.

The Audit Committee has considered whether the independent auditors' provision
of non-audit services to the Company is compatible with the auditors'
independence and the Audit Committee recommended to the Board the selection of
Ernst & Young LLP for the audit of the 2001 financial statements.




                                                                        Appendix


                               claimsnet.com, inc.

                             Audit Committee Charter

Approved August 12, 1999

The Audit Committee is a Committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing, as it deems necessary, the financial information which will be
provided to shareholders, agencies or entities which the Company is required to
file financial statements with, the systems and internal controls which
Management and the Board of Directors have established and the audit process.
The Committee will serve as a focal point for communications among non-committee
directors, the Company's management, internal audit and the independent
auditors.

In carrying out these responsibilities, the Audit Committee may consider:

o     Review and approve the recommendation of Management's selection of the
      independent accountant.
o     Review annually with the independent auditors and financial management of
      the Corporation the scope and general extent of the proposed audit.
o     Review annually with the independent auditors and financial management of
      the Corporation the scope and general extent of the proposed audit.
o     Review the results of the audit for each fiscal year of the Corporation
      with the independent auditors and appropriate management representatives.
      This review should cover and include, among other things, the audit
      report, the published financial statements, any letter of recommendation
      prepared by the independent auditors and any other pertinent reports.
o     Review with management and the independent auditors changes in accounting
      principles in the financial statements proposed by management and approved
      by the independent auditors; review with management and the independent
      auditors the effect of new or proposed auditing, accounting and reporting
      standards and management's plan to implement required changes.
o     Review all substantial professional non-audit services provided by the
      independent auditors and determine the effect, if any, on the independence
      of the auditors.
o     Review the internal audit function of the Corporation including the
      proposed programs for the coming year and the coordination of such
      programs with the independent auditors, with particular attention to
      maintaining the best possible effective balance between independent and
      internal auditing resources. Review progress of internal audit program and
      key findings.
o     Periodically review the Corporation's policies with respect to conflicts
      of interest and ethical conduct. Recommend to the Board of Directors any
      changes in these policies which the Committee deems appropriate.