Exhibit 10.12

                                      NOTE



Date:                February 1, 2002

Maker:               Claimsnet.com, Inc.

Payee:               National Financial Corporation

Place for Payment:   12801 N. Central Expressway, Suite 1515, Dallas,
                     Dallas County, Texas 75243

Principal Amount:    One hundred five thousand dollars ($105,000,00)


Annual Interest Rate on Unpaid Principal from Date of Funding: Nine and one-half
percent (9.5%)

Terms of Payment:  Principal and interest  shall be due and payable  February 5,
2002,  interest being calculated on the unpaid principal  balance to the date of
each  installment  paid, and the payment made credited first to the discharge of
interest accrued and the balance to the reduction of the principal.  Accrued and
unpaid  interest  shall be computed on the basis of the actual days elapsed in a
year consisting of 365 days on the principal. .

Annual  Interest Rate on Matured,  Unpaid  Amounts:  The highest rate allowed by
law.

Security for Payment:   None

         Maker  promises  to pay to the order of Payee at the place for  payment
and according to the terms of payment the principal  amount plus interest at the
rates  stated  above.  All unpaid  amounts  shall be due by the final  scheduled
payment date.

         On default in the  payment  of this note or in the  performance  of any
obligation  in any  instrument  securing or  collateral to it, this note and all
obligations  in all  instruments  securing  or  collateral  to it  shall  become
immediately due at the election of Payee. Maker and each surety,  endorser,  and
guarantor waive all demands for payment,  presentations for payment,  notices of
intention to accelerate maturity, notices of acceleration of maturity,  protest,
and notices of protest.

         If this note or any instrument securing or collateral to it is given to
an attorney for collection or enforcement,  or if suit is brought for collection
or enforcement,  or if it is collected or enforced through probate,  bankruptcy,
or other judicial proceeding,  then Maker shall pay Payee reasonable  attorney's
fees in addition to other amounts due. Reasonable attorney's fees shall be 10.0%
of all amounts due unless either party pleads otherwise.



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         Nothing in this note shall  authorize  the  collection  of  interest in
excess of the highest rate allowed by law.

         Maker reserves the right to prepay the outstanding principal balance of
this  Note,  in  whole or in part,  at any time and from  time to time,  without
premium or penalty.  Any such pre-payment shall be made together with payment of
interest  accrued on the amount of principal  being prepaid  through the date of
such  prepayment,  and shall be applied to the  installments  of  principal  due
hereunder in the inverse order of maturity.

         Each Maker is responsible for the entire amount of this note.

         The terms  Maker and Payee and other  nouns and  pronouns  include  the
plural if more than one.

         Maker  shall not be deemed to be in  default  of this note  unless  and
until Maker shall have been given seven (7) days written notice and  opportunity
to cure such default, via certified mail return receipt requested.


                                    Claimsnet.com, Inc.




                                    By:
                                       Paul W. Miller, COO
                                       MAKER


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