Exhibit 3.1(f)

                    CERTIFICATE OF DESIGNATION, PREFERENCES,
                             RIGHTS, AND LIMITATIONS

                                       OF

                 SERIES E CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                       OF

                               CLAIMSNET.COM INC.


         Pursuant to Section 151 of the General  Corporation Law of the State of
Delaware  (the  "DGCL"),   CLAIMSNET.COM  INC.,  a  Delaware   corporation  (the
"Corporation"), does hereby certify that:

         FIRST:  The  Corporation  was  incorporated in the State of Delaware on
September 11, 1997 and the authorized  number of shares of Preferred  Stock, par
value $.001 per share,  of the  Corporation is 4,000,000,  of which 3,304 shares
are outstanding prior to the filing hereof; and

         SECOND:  Pursuant to authority conferred upon the Board of Directors by
the  Certificate of  Incorporation  of the  Corporation and by the provisions of
Sections 141 and 151 et seq of the DGCL,  the Board of  Directors,  at a meeting
duly called pursuant to notice and duly given, adopted the following resolutions
authorizing  the  issuance of an aggregate of 5,000 shares of Series E Preferred
Stock (as defined below),  which  resolutions are still in full force and effect
and are not in conflict with any provisions of the Certificate of  Incorporation
or By-Laws of the Corporation:

                WHEREAS,   the  Board  of  Directors  of  the   Corporation   is
         authorized,  within  the  limitations  and  restrictions  stated in the
         Certificate of  Incorporation,  to fix by resolution or resolutions the
         designation  of  each  series  of  preferred   stock  and  the  powers,
         preferences,  and relative  participating,  optional,  voting, or other
         special rights, and the  qualifications,  limitations,  or restrictions
         thereof; and

                WHEREAS,  it is the  desire  of the  Board of  Directors  of the
         Corporation,  pursuant to its authority as aforesaid,  to fix the terms
         of an additional series of preferred stock.

                NOW,  THEREFORE,  BE IT  RESOLVED,  that  pursuant to  authority
         vested in the Board of Directors of the  Corporation  by Section 151 of
         the DGCL, and in accordance  with the provisions of the  Certificate of
         Incorporation  of the  Corporation,  an additional  series of preferred
         stock,  par value $.001 per share,  of the Corporation be and hereby is
         created and provided for with the terms, designation,  relative rights,
         preferences, and limitations as follows:

1.       Definitions.

         Common  Stock.  Common  stock,  par  value  $.001  per  share,  of  the
Corporation.

<PAGE>

         Issuance Date. With respect to any shares of Series E Preferred  Stock,
the date of the  issuance  of such  shares  of Series E  Preferred  Stock by the
Corporation.

         Liquidation.  The event of any  voluntary or  involuntary  liquidation,
dissolution, or winding up of the Corporation.

         Liquidation  Price.  With  respect  to any share of Series E  Preferred
Stock,  the amount  equal to the sum of (i) the Stated  Value per share and (ii)
declared,  but  unpaid,  dividends,  if any, on such share of Series E Preferred
Stock from the date hereof until the date  immediately  prior to, but excluding,
the date of the Liquidation.

         Redemption Date. As defined in Section 5 hereof.

         Redemption  Price.  With  respect  to any share of  Series E  Preferred
Stock,  the amount  equal to the sum of (i) the Stated  Value per share and (ii)
declared,  but  unpaid,  dividends,  if any, on such share of Series E Preferred
Stock from the date hereof until the date  immediately  prior to, but excluding,
the date of the redemption.  Upon  redemption  thereof by the  Corporation,  the
shares  of  Series  E  Preferred  Stock  shall be  cancelled  and  shall  become
authorized, but unissued shares of preferred stock, par value $0.001, per share,
of the Corporation.

         Securities Act. Securities Act of 1933, as amended.

         Series E Preferred Stock. The Series E Convertible Redeemable Preferred
Stock, par value $.001 per share.

         Stated Value. $300 per share of Series E Preferred Stock.

2.       Designation  and  Number  of  Shares.  The  series of  preferred  stock
established hereby shall consist of 5,000 shares and shall be designated "Series
E Convertible Redeemable Preferred Stock, par value $.001 per share".

3.       Dividends. Subject to the next sentence of this Section 3, no dividends
shall accrue on the Series E Preferred  Stock.  Each share of Series E Preferred
Stock shall be entitled to  participate  in cash  dividends  pari passu with the
Common Stock, when declared and paid out of capital legally available  therefor,
on an as converted basis.

4.       Voting.

                (a)   General Rights.  Except as otherwise provided herein or as
required by law, the Series E Preferred  Stock shall be voted  together with the
shares of the Common Stock and not as a separate class, at any annual or special
meeting of  stockholders of the  Corporation,  and may act by written consent in
the same manner as the holders of the Common Stock of the  Corporation,  in each
case on an as converted basis.


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<PAGE>

                (b)   Separate   Vote  of  the   Series   E   Preferred   Stock.
Notwithstanding  anything to the  contrary in Section  4(a),  for so long as any
shares of Series E Preferred Stock remain outstanding,  in addition to any other
vote or consent  required by non-waivable  provisions of the DGCL to be taken by
the holders of Series E Preferred Stock  separately as a class,  the affirmative
vote or written consent of the holders of at least a majority of the outstanding
Series E Preferred Stock,  voting separately as a class,  shall be necessary for
the  Corporation  to effect or  validate  any  alteration  or  amendment  to the
Corporation's  Certificate of Incorporation  (including this certificate) having
an adverse effect on the terms, powers, designations,  preferences and relative,
participating, optional or other special rights and qualifications,  limitations
or restrictions of the Series E Preferred Stock; provided, that, the creation or
designation  of a class or series of the capital stock of the  Corporation  with
any powers, designations,  preferences and relative, participating,  optional or
other special rights senior to, or on parity with, the Series E Preferred  Stock
in one or more regards  shall not be deemed to require the  affirmative  vote of
holders of Series E Preferred Stock voting separately as a class.

5.       Optional Redemption.

                (a)   Redemption Right. In the event that the closing sale price
for the Common Stock,  or, if no closing sale price is reported,  the average of
the high bid and low asked price for the Common Stock, exceed an amount equal to
200% of the then  effective  conversion  price per  share of Series E  Preferred
Stock for 20 of any 30 consecutive  trading days (the happening of such event, a
"Redemption Triggering Event"), the Corporation shall be entitled to redeem, out
of  funds  legally  available  therefor,  all or any  portion  of the  Series  E
Preferred  Stock in  accordance  with this Section 5. On the date of  redemption
(the "Redemption  Date"), each holder of Series E Preferred Stock to be redeemed
shall surrender  certificates  representing such holder's  ownership of Series E
Preferred  Stock to be redeemed to the  Corporation as provided in Section 5(c).
On the  Redemption  Date,  the  Corporation  shall redeem the Series E Preferred
Stock to be  redeemed  to the  extent  of the funds of the  Corporation  legally
available  therefore.  Each share of Series E Preferred  Stock shall be redeemed
pursuant to this Section 5 for an amount equal to its  respective  Stated Value.
The relevant  Redemption Price shall be prorated for fractional shares of Series
E Preferred Stock.

                (b)   Redemption Procedure.

                      (i)   Within ten days following any Redemption  Triggering
Event,  the Corporation  may, but shall not be obligated to, elect to redeem all
or any  portion of the Series E Preferred  Stock by  providing  written  notice,
dated the date of the mailing  thereof,  to the  holders,  which notice shall be
mailed in accordance with Section 8(b) hereof within such 20 days following such
Redemption  Triggering Event. Such notice shall state the number of shares to be
redeemed and the Redemption  Date, which date shall be the date 20 calendar days
following the date of such notice.  The Corporation shall be entitled to utilize
any method chosen by the Board of Directors  thereof in order to determine which
shares  of Series E  Redeemable  Preferred  Stock to  redeem.  Payment  for such
redeemed shares shall be made by the Corporation  within five days following the
Redemption Date.

                      (ii)  On the  Redemption  Date,  regardless of whether the
certificate or certificates  representing the shares of Series E Preferred Stock
redeemed on such date have been  surrendered  for  cancellation,  or whether the
respective  Redemption Price for such shares (or fractional  shares) of Series E
Preferred  Stock  has been  received  by the  relevant  holder,  each  share (or
fractional  share) of Series E Preferred  Stock redeemed in accordance with this
Section 5 shall no longer be deemed  outstanding  and all rights with respect to
any such share shall forthwith cease following such redemption,  except only the
right of the holder thereof to receive, upon presentation in accordance with the
requirements  in Section 5(c) of the  certificate or  certificates  representing
shares redeemed pursuant to this Section 5, the applicable  Redemption Price for
such share (or fractional  share),  without  interest  thereon.  Notwithstanding
anything to the contrary herein,  the Corporation  shall not be required to make
any  payment in respect of shares (or  fractional  shares) of Series E Preferred
Stock  redeemed  pursuant  to  this  Section  5  until  actual  delivery  to the
Corporation or its agents of the  certificates  representing the shares redeemed
hereby,  such delivery to be conducted in accordance  with the  requirements  in
Section 5(c).


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<PAGE>

                      (iii) All  shares (or  fractional  shares) of the Series E
Preferred  Stock redeemed  pursuant to this Section 5, or otherwise  acquired by
the Corporation in any manner  whatsoever,  shall be returned to the pool of the
Corporation's  authorized but unissued shares of undesignated  preferred  stock;
and the Corporation may from time to time take such appropriate corporate action
as may be  necessary  to  reduce  the  number of  authorized  shares of Series E
Preferred Stock accordingly.

                (c)   Presentation.  The  Corporation  shall not be obligated to
pay the Redemption Price unless the certificates evidencing the shares of Series
E Preferred Stock to be redeemed are either  delivered to the Corporation or its
transfer agent as provided  below, or the holder notifies the Corporation or its
transfer agent that such  certificates  have been lost,  stolen or destroyed and
executes  an  agreement   satisfactory  to  the  Corporation  to  indemnify  the
Corporation  and its  representatives  and agents from any loss incurred by such
persons or entities in  connection  with such  certificates.  On the  Redemption
Date, each holder of Series E Preferred Stock to be redeemed shall surrender the
certificates  representing  all of such  holder's  shares of Series E  Preferred
Stock at the principal  offices of the Corporation or any transfer agent for the
Series E  Preferred  Stock in  accordance  herewith.  Thereupon,  there shall be
delivered  to the relevant  holder  promptly at such address and in the holder's
name as shown on such  surrendered  certificate or  certificates,  a Corporation
check  representing  the  Redemption  Price  for  which  the  shares of Series E
Preferred Stock surrendered were redeemed.

6.       Liquidation  Rights.  In the  event  of any  Liquidation  prior  to the
conversion,  if any, of the Series E Preferred  Stock, or the redemption if any,
thereof,  pursuant to the terms hereof,  before any payment or  distribution  of
assets of the Corporation shall be made to, or set apart for, the holders of the
Common Stock or any other capital stock of the Corporation not ranking prior to,
or on a parity  with,  the Series E Preferred  Stock in respect of rights upon a
Liquidation, the holders of the Series E Preferred Stock shall first be entitled
to receive  payment out of such assets of the  Corporation  of an amount of cash
per share of Series E Preferred  Stock equal to the  Liquidation  Price.  If the
assets of the Corporation are insufficient to permit full payment to the holders
of the  Series E  Preferred  Stock as  herein  provided,  such  assets  shall be
distributed  ratably  among the  holders of the  outstanding  Series E Preferred
Stock.  For purposes of this Section 6, the Series E Preferred  Stock shall rank
on parity  with the  Corporation's  Series D  Convertible  Redeemable  Preferred
Stock, par value $.001 per share, in right of payment upon Liquidation.


                                       4
<PAGE>

7.       Conversion.  The Series E  Preferred  Stock shall be  converted  at the
option of the holder into shares of the Common Stock of the Corporation upon the
following terms:

                (a)   Conversion.   Subject  to  and  in  compliance   with  the
provisions  of this  Section 7, at any time prior to the  Redemption  Date,  all
shares (and any  fractional  shares) of Series E  Preferred  Stock which are not
theretofore  redeemed  pursuant  to Section 5 hereof  may,  at the option of the
holder, be converted into fully-paid and  nonassessable  shares of Common Stock.
The  number of shares  of Common  Stock to which a holder of Series E  Preferred
Stock shall be entitled upon  conversion  shall equal the quotient of the Stated
Value per share of Series E Preferred  Stock  divided by the Series E Conversion
Rate (as hereinafter defined).

                (b)   Series E Conversion  Rate.  Except as  otherwise  adjusted
pursuant to Section 7(c),  the  conversion  rate for  conversion of the Series E
Preferred Stock pursuant to Section 7(a) (the "Series E Conversion  Rate") shall
be $0.30.

                (c)   Adjustment for Common Stock  Dividends and  Distributions.
If the  Corporation  at any time or from time to time after the  original  issue
date of any shares of Series E Preferred Stock makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive,  a dividend or
other  distribution  payable in  additional  shares of Common Stock  without the
payment of additional consideration,  in each such event the Series E Conversion
Rate that is then in effect shall be proportionately decreased as of the time of
such  issuance  or, in the event such record  date is fixed,  as of the close of
business on such record date, by multiplying  the Series E Conversion  Rate then
in effect by a fraction (i) the numerator of which is the total number of shares
of Common Stock  issued and  outstanding  immediately  prior to the time of such
issuance or the close of business on such record date, and (ii) the  denominator
of which is the total number of shares of Common  Stock  issued and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date plus the number of shares of Common  Stock  issuable  in payment of
such dividend or distribution;  provided,  however,  that if such record date is
fixed and such dividend is not fully paid or if such  distribution  is not fully
made on the  date  fixed  therefor,  the  Series  E  Conversion  Price  shall be
recomputed  accordingly  as of the close of  business  on such  record  date and
thereafter  the Series E  Conversion  Price shall be  adjusted  pursuant to this
Section 7(c) to reflect the actual payment of such dividend or distribution.

                (d)   Adjustment    for    Reclassification,     Exchange    and
Substitution.  If at any time or from time to time after the original issue date
of any shares of Series E Preferred  Stock,  the Common Stock  issuable upon the
conversion  of the  Series  E  Preferred  Stock  is  changed  into the same or a
different  number of shares of any class or classes of stock of the Corporation,
whether  by  recapitalization,  reclassification  or  otherwise  (other  than in
connection  with an Acquisition (as defined below) or Asset Transfer (as defined
below),  or a  subdivision  or  combination  of shares,  or a stock  dividend or
distribution,  or a  reorganization,  merger,  consolidation  or sale of  assets
provided  for  elsewhere  in this  Section  7), in any such event each holder of
Series E  Preferred  Stock  shall  have the right  thereafter  to  receive  upon
conversion of their shares of Series E Preferred  Stock on the  Redemption  Date
the kind and amount of stock and other  securities and property  receivable upon
such recapitalization, reclassification or other change by holders of the shares
of Common Stock into which such shares of Series E Preferred Stock would then be
convertible  immediately  prior to such  recapitalization,  reclassification  or
change,  all subject to further adjustment as provided herein or with respect to
such other securities or property by the terms thereof. For the purposes hereof,
the following capitalized terms shall have the meanings ascribed to them below:



                                       5
<PAGE>

                "Acquisition"   means  any   consolidation   or  merger  of  the
Corporation as a result of which the Corporation is not the surviving entity;

                "AssetSale" means the sale, lease,  license or other disposition
of all, or substantially all, of the assets of the Corporation.

                (e)   Reorganizations, Mergers or Consolidations. If at any time
or from time to time  after the  original  issue  date of any shares of Series E
Preferred Stock,  there is a capital  reorganization  of the Common Stock (other
than a recapitalization, reclassification, subdivision, combination, exchange or
substitution  of  shares  provided  for  elsewhere  in  this  Section  7)  or an
Acquisition  or an Asset Sale shall be  consummated,  as a part of such  capital
reorganization,  Acquisition or Asset Sale,  provision shall be made so that the
holders of the Series E Preferred Stock shall  thereafter be entitled to receive
upon  conversion  of the Series E  Preferred  Stock on the  Redemption  Date the
number of shares of stock or other  securities  or property to which a holder of
the number of shares of Common Stock then  deliverable upon conversion of shares
of Series E Preferred  Stock would have been entitled upon  consummation of such
capital  reorganization,  Acquisition  or Asset Sale,  subject to  adjustment in
respect  of such stock or  securities  by the terms  thereof.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section 7 with  respect to the rights of the holders of Series E Preferred
Stock after the  capital  reorganization,  Acquisition  or Asset Sale to the end
that the  provisions  of this  Section 7 (including  adjustment  of the Series E
Conversion  Price  then in effect  and the  number  of  shares  of Common  Stock
issuable upon conversion of the Series E Preferred Stock on the Redemption Date)
shall be applicable after that event and be as nearly equivalent as practicable.

                (f)   Certificate of Adjustment.  In each case of the occurrence
of events or circumstances  which would require an adjustment or readjustment of
(i) the Series E  Conversion  Price for the number of shares of Common  Stock or
other securities issuable upon conversion of the Series E Preferred Stock on the
Redemption  Date,  or (ii) the type or amount of other  property  issuable  upon
conversion  of the  Series  E  Preferred  Stock  on  any  Redemption  Date,  the
Corporation,  at its expense,  shall compute such  adjustment or readjustment in
accordance  with the  provisions  hereof and prepare a certificate  showing such
adjustment or readjustment,  and shall promptly deliver such certificate to each
registered  holder of Series E Preferred Stock. The certificate  shall set forth
such  adjustment or  readjustment,  showing in reasonable  detail the facts upon
which such  adjustment or  readjustment  is based,  including a statement of the
type and  amount,  if any,  of other  property  which at the time  would then be
received upon conversion of the Series E Preferred Stock on the Redemption Date.

                (g)   Notices  of  Record  Date.  Upon  (i)  any  taking  by the
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  or  other  distribution   described  in  Section  7(c),  or  (ii)  any
Acquisition   or  other  capital   reorganization   of  the   Corporation,   any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any Asset Transfer, or any voluntary or involuntary dissolution,  liquidation or
winding up of the  Corporation,  the  Corporation  shall mail to each  holder of
Series E  Preferred  Stock  at least  ten (10)  days  prior to the  record  date
specified  therein (or such shorter period approved by the holders of a majority
of the then outstanding  Series E Preferred  Stock) a notice  specifying (A) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which any such Acquisition,  reorganization,  reclassification,  Asset Transfer,
dissolution,  liquidation or winding up is expected to become effective, and (C)
the date, if any, that is to be fixed as to when the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other  securities) for securities or other property  deliverable  upon
such Acquisition, reorganization, reclassification, Asset Transfer, dissolution,
liquidation or winding up.


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<PAGE>

                (h)   Fractional  Shares.  No fractional  shares of Common Stock
shall be issued  upon  conversion  of Series E  Preferred  Stock.  All shares of
Common Stock  (including  fractions  thereof)  issuable  upon  conversion of the
Series E Preferred Stock shall be aggregated for purposes of determining whether
the conversion  would result in the issuance of any fractional  share. If, after
the aforementioned  aggregation,  the conversion would result in the issuance of
any fractional  share,  the aggregate  number of shares of Common Stock issuable
upon  conversion  of the Series E Preferred  Stock shall be rounded  down to the
nearest whole share of Common Stock.

                (i)   Notices  and  Deliveries.   Any  notice  required  by  the
provisions of this Section 7 shall be in writing and shall be deemed effectively
given:  (i)  upon  personal  delivery  to the  party to be  notified  (signature
required),  (ii) when sent by confirmed facsimile if sent during normal business
hours of the  recipient;  if not, then on the next business day,  (iii) five (5)
days after having been sent by  registered  or certified  mail,  return  receipt
requested,  postage prepaid, or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with verification of
receipt. All notices and other deliveries to holders of Series E Preferred Stock
provided  for herein  shall be addressed to each holder of record at the address
of  such  holder  appearing  on the  books  of  the  Corporation  or,  if to the
Corporation  or its transfer  agent,  to the principal  offices  thereof or such
other address as may be designated in a written  notice  delivered in accordance
with this Section 7(i).

                (j)   Payment  of  Taxes.  The  Corporation  will pay all  stock
transfer  taxes  (other  than taxes based upon  income)  and other  governmental
charges  that may be imposed  with respect to the issue or delivery of shares of
Common Stock upon  conversion of shares of Series E Preferred  Stock,  excluding
any tax or other charge imposed in connection with any transfer  involved in the
issue and  delivery of shares of Common Stock in a name other than that in which
the shares of Series E Preferred Stock so converted were registered.

                (k)   Converted  Shares.  All shares of the  Series E  Preferred
Stock  converted  pursuant  to this  Section  7, or  otherwise  acquired  by the
Corporation  in any  manner  whatsoever,  shall be  returned  to the pool of the
Corporation's  authorized but unissued shares of undesignated  preferred  stock;
and the Corporation may from time to time take such appropriate corporate action
as may be  necessary  to  reduce  the  number of  authorized  shares of Series E
Preferred Stock accordingly.



                                       7
<PAGE>

8.       Miscellaneous.

         (a)    Closing of  Transfer  Books.  To  facilitate  the payment of any
dividend with respect to the Series E Preferred  Stock or any  Liquidation,  the
Board of Directors of the Corporation is authorized,  but not required, to set a
record  date not  earlier  than 60 days and not later  than 10 days prior to the
date of the  distribution,  in the case of a dividend or a  Liquidation,  as the
case may be.

         (b)    Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return  receipt  requested  or by  Federal  Express,  Express  Mail,  or similar
overnight  delivery or courier  service or delivered  (in-person or by telecopy,
telex, or similar telecommunications  equipment) against receipt to the party to
whom it is to be given,  in the case of the  holders of the  Series E  Preferred
Stock, at the address of each such holder set forth in the stock transfer ledger
of the  Corporation,  or, in the case of the  Corporation,  at 12801 N.  Central
Expressway,  Suite 1515, Dallas, Texas, 75243. Any notice or other communication
given by  certified  mail  shall be  deemed  given at the time of  certification
thereof.  Any notice given by other means permitted by this paragraph 8(b) shall
be deemed given at the time of receipt thereof.





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<PAGE>




         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed by the  President  and  attested by its  Secretary  this____ day of May
2002.


                                 CLAIMSNET.COM


                                 By: /S/ Paul W. Miller
                                    ----------------------
                                    Name: Paul W. Miller
                                    Title: President and Chief Executive Officer
ATTEST:


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