exv10w17



 






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 purchaser
identified 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 Warrants
exercisable in the aggregate for                      shares of Common Stock of the Company (the “Warrant
Shares,” and together with the Common Shares, the “Shares”); and



     WHEREAS, as an inducement to the Purchaser to purchase the Units pursuant to the Subscription
Agreement, the Company has agreed to provide certain Registration Rights to the Purchaser with
respect to the Shares.



     NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:




	1.  	Registration Rights.





     The Company is hereby obligated to file a registration statement on Form S-3, or
other appropriate form, with the Securities and Exchange Commission (the “SEC”) to register the
Shares 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 as
reasonably practicable. The Company shall take all necessary action (including, if required, the
filing of any supplements or post-effective amendments to such registration statement) to keep such
registration statement effective to permit the lawful resale of the Shares for a period of one year
from the date such registration statement is declared effective.



     The Company shall bear and pay all fees, costs and expenses incident to such registration
statement and incident to keeping it effective and in compliance with all federal and state
securities laws, rules, and regulations. Such costs do not include fees or disbursements of
accountants 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 the
registration statement under state “blue sky” or similar securities laws in such jurisdictions as
the Purchasers reasonably request and to take such other action as may be reasonably necessary to
enable the Purchasers to sell their Shares in the jurisdictions where such registration or
qualification 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 agreement
between 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. Any
litigation arising out of this Agreement shall be conducted in applicable courts in New York, New
York 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 which
shall be deemed to be an original, but all of which together shall constitute a single original
instrument.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	CLAIMSNET.COM, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 
	

	 	 	 	          CHIEF EXECUTIVE OFFICER	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	          Name:	 	 
	

	 	 	 	          Title:	 	 







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