**Exhibit 10.17**
**REGISTRATION RIGHTS AGREEMENT**
     **This Registration Rights Agreement (“Agreement”) is entered into as of this ___day of**                    ,**2004, by and between Claimsnet.com, inc., a Delaware corporation (the “Company”), and the purchaseridentified on the signature page hereof (the “Purchaser”).**
     **WHEREAS, the Purchaser entered into a Subscription Agreement of even date herewith (the“Subscription Agreement”) with the Company pursuant to which the Purchaser purchased**                    **Units(the “Units”), comprised in the aggregate of**                    **shares (the “Common Shares”) of Common Stock,par value $0.001 per share (“Common Stock”), of the Company and Common Stock Purchase Warrantsexercisable in the aggregate for**                    **shares of Common Stock of the Company (the “WarrantShares,” and together with the Common Shares, the “Shares”); and**
     **WHEREAS, as an inducement to the Purchaser to purchase the Units pursuant to the SubscriptionAgreement, the Company has agreed to provide certain Registration Rights to the Purchaser withrespect to the Shares.**
     **NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereincontained and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereby agree as follows:**
**1.**  **Registration Rights****.**
     **The Company is hereby obligated to file a registration statement on****Form S-3****, orother appropriate form, with the Securities and Exchange Commission (the “SEC”) to register theShares for resale and to use best efforts to have such registration statement declared effective(within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)) as soon asreasonably practicable. The Company shall take all necessary action (including, if required, thefiling of any supplements or post-effective amendments to such registration statement) to keep suchregistration statement effective to permit the lawful resale of the Shares for a period of one yearfrom the date such registration statement is declared effective.**
     **The Company shall bear and pay all fees, costs and expenses incident to such registrationstatement and incident to keeping it effective and in compliance with all federal and statesecurities laws, rules, and regulations. Such costs do not include fees or disbursements ofaccountants or other advisors or discounts on commissions of the Purchasers.**
     **The Company shall use its best efforts to register or qualify any Shares included in theregistration statement under state “blue sky” or similar securities laws in such jurisdictions asthe Purchasers reasonably request and to take such other action as may be reasonably necessary toenable the Purchasers to sell their Shares in the jurisdictions where such registration orqualification was made.**
**2.**  **Amendments****.**
     **This Agreement may be modified or amended only by a writing signed by the Company and the Purchaser.**
**3.**  **Entire Agreement****.**
     **This Agreement constitutes the full and entire understanding and agreementbetween the parties with respect to the subject matter hereof.**
**4.**  **Governing Law****.**
     **This Agreement shall be construed in accordance with the laws of the State of New York. Anylitigation arising out of this Agreement shall be conducted in applicable courts in New York, NewYork and the parties expressly agree upon and consent to such jurisdiction and venue.**
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**5.**  **Counterparts****.**
     **This Agreement may be executed in any number of counterparts, each of whichshall be deemed to be an original, but all of which together shall constitute a single originalinstrument.**
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     **IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.**         **CLAIMSNET.COM, INC.**          **By:**                        **CHIEF EXECUTIVE OFFICER**           **PURCHASER**          **By:**                       **Name:**               **Title:**  
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