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                                                                     EXHIBIT 4.1


                                 EBIX.COM, INC.
                     2001 STOCK INCENTIVE PLAN FOR EMPLOYEES

     1.   PURPOSE. The purpose of this Plan is to attract and retain key
employees of and consultants to ebix.com, Inc. (the "Corporation") and its
Subsidiaries and to provide such persons with incentives and rewards for
superior performance.

     2.   DEFINITIONS. (a) As used in this Plan:

     "BOARD" means the Board of Directors of the Corporation.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

     "COMMITTEE" means a committee of not less than two Directors (which shall
be the Compensation Committee unless otherwise directed by the Board) appointed
by and serving at the pleasure of the Board.

     "COMMON SHARES" means (i) shares of the Common Stock, par value $.10 per
share, of the Corporation and (ii) any security into which Common Shares may be
converted by reason of any transaction or event of the type referred to in
Section 8 of this Plan.

     "DATE OF GRANT" means the date specified by the Board on which a grant of
Option Rights or a grant or sale of Restricted Shares or Deferred Shares shall
become effective, which shall not be earlier than the date on which the Board
takes action with respect thereto.

     "DEFERRAL PERIOD" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 6 of this Plan.

     "DEFERRED SHARES" means an award pursuant to Section 6 of this Plan of the
right to receive Common Shares at the end of a specified Deferral Period.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "LESS-THAN-80-PERCENT SUBSIDIARY" means a Subsidiary with respect to which
the Corporation directly or indirectly owns or controls less than 80 percent of
the total combined voting or other decision-making power.

     "MARKET VALUE PER SHARE" means the fair market value of the Common Shares
as determined by the Board from time to time.

     "NONQUALIFIED OPTION" means an Option Right that is not intended to qualify
for favorable tax treatment under particular provisions of the Code.

     "OPTIONEE" means the person so designated in an agreement evidencing an
outstanding Option Right.

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     "OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.

     "OPTION RIGHT" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option granted pursuant to
Section 4, or a Replacement Option Right granted pursuant to Section 15(c), of
this Plan.

     "PARTICIPANT" means a person who is selected by the Board to receive
benefits under this Plan and (i) is at that time a key employee of or a
consultant to the Corporation or any Subsidiary or (ii) has agreed to commence
serving in any such capacity, provided, however, that any person who is a
director or an officer of the Corporation or has agreed to commence serving in
any such capacity may not be selected to receive benefits under this Plan.

     "REPLACEMENT OPTION RIGHT" means an Option Right granted pursuant to
Section 15(c) of this Plan in exchange for the surrender and cancellation of an
option to purchase shares of another corporation that is acquired by the
Corporation or a Subsidiary by merger or otherwise.

     "RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section
5 of this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 5 hereof has expired.

     "SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest.

     3.   SHARES AVAILABLE UNDER THE PLAN.

          (a)  Subject to adjustment as provided in Section 8 of this Plan, the
aggregate number of Common Shares covered by outstanding awards, except
Replacement Option Rights, granted under this Plan and issued or transferred
upon the exercise or payment thereof shall not exceed 500,000. Common Shares
issued or transferred under this Plan may be Common Shares of original issuance
or Common Shares held in treasury or a combination thereof.

          (b)  Subject to adjustment as provided in Section 8 of this Plan, the
aggregate number of Common Shares covered by Replacement Option Rights granted
under this Plan during any calendar year shall not exceed five percent of the
Common Shares outstanding on January 1 of that year.

          (c)  For the purposes of this Section 3, Common Shares covered by any
award granted under this Plan shall be deemed to have been issued or
transferred, and shall cease to be available for future issuance or transfer in
respect of any other award granted hereunder, at the earlier of the time when
they are actually issued or transferred or the time when dividends or dividend
equivalents are paid thereon; PROVIDED, HOWEVER, that Restricted Shares shall be
deemed to have been issued or transferred at the earlier of the time when they
cease to be subject to a substantial risk of forfeiture or the time when
dividends are paid thereon.


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     4.   OPTION RIGHTS. The Board may from time to time authorize grants to
Participants of Option Rights upon such terms and conditions as the Board may
determine in accordance with the following provisions:

          (a)  Each grant shall specify the number of Common Shares to which it
pertains.

          (b)  Each grant shall specify an Option Price per Common Share, which
may be equal to, greater than, or less than the Market Value per Share on the
Date of Grant.

          (c)  Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Corporation, (ii) nonforfeitable,
unrestricted Common Shares that are already owned by the optionee and have a
value at the time of exercise that is equal to the Option Price, (iii) any other
legal consideration that the Board may deem appropriate, including but not
limited to any form of consideration authorized under Section 4(d) below, on
such basis as the Board may determine in accordance with this Plan and (iv) any
combination of the foregoing.

          (d)  On or after the Date of Grant of any Nonqualified Option, the
Board may determine that payment of the Option Price may also be made in whole
or in part in the form of Restricted Shares or other Common Shares that are
subject to risk of forfeiture or restrictions on transfer. Unless otherwise
determined by the Board on or after the Date of Grant, whenever any Option Price
is paid in whole or in part by means of any of the forms of consideration
specified in this Section 4(d), the Common Shares received by the Optionee upon
the exercise of the Nonqualified Option shall be subject to the same risks of
forfeiture or restrictions on transfer as those that applied to the
consideration surrendered by the optionee; PROVIDED, HOWEVER, that such risks of
forfeiture and restrictions on transfer shall apply only to the same number of
Common Shares received by the optionee as applied to the forfeitable or
restricted Common Shares surrendered by the Optionee.

          (e)  Any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a broker on the date of exercise of some or
all of the Common Shares to which the exercise relates.

          (f)  Successive grants may be made to the same Participant regardless
of whether any Option Rights previously granted to the Participant remain
unexercised.

          (g)  Each grant may specify a period or periods of continuous
employment of the Optionee by the Corporation or any Subsidiary that are
necessary before the Option Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of the Option
Rights in the event of a change in control of the Corporation or other similar
transaction or event.

          (h)  On or after the Date of Grant of any Nonqualified Option, the
Board may provide for the payment to the Optionee of dividend equivalents
thereon in cash or Common Shares on a current, deferred or contingent basis, or
the Board may provide that any dividend equivalents shall be credited against
the Option Price.


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          (i)  No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant.

          (j)  Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by an officer thereof and delivered to and
accepted by the Optionee and shall contain such terms and provisions as the
Board may determine consistent with this Plan.

     5.   RESTRICTED SHARES. The Board may also authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:

          (a)  Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, entitling the Participant to dividend, voting and other
ownership rights, subject to the substantial risk of forfeiture and restrictions
on transfer hereinafter referred to.

          (b)  Each grant or sale may be made without additional consideration
from the Participant or in consideration of a payment by the Participant that is
less than, equal to or greater than the Market Value per Share on the Date of
Grant.

          (c)  Each grant or sale shall provide that the Restricted Shares
covered thereby shall be subject to a "substantial risk of forfeiture" within
the meaning of Section 83 of the Code for a period to be determined by the Board
on the Date of Grant, and any grant or sale may provide for the earlier
termination of such period in the event of a change in control of the
Corporation or other similar transaction or event.

          (d)  Each grant or sale shall provide that, during the period for
which such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board on the Date of Grant. Such restrictions may
include, but are not limited to, rights of repurchase or first refusal in the
Corporation or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee.

          (e)  Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the Board may
determine.

          (f)  Each grant or sale shall be evidenced by an agreement, which
shall be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms and
provisions as the Board may determine consistent with this Plan. Unless
otherwise directed by the Board, all certificates representing Restricted
Shares, together with a stock power that shall be endorsed in blank by the
Participant with respect to the Restricted Shares, shall be held in custody by
the Corporation until all restrictions thereon lapse.


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     6.   DEFERRED SHARES. The Board may also authorize grants or sales to
Participants of Deferred Shares upon such terms and conditions as the Board may
determine in accordance with the following provisions:

          (a)  Each grant or sale shall constitute the agreement by the
Corporation to issue or transfer Common Shares to the Participant in the future
in consideration of the performance of services, subject to the fulfillment
during the Deferral Period of such conditions as the Board may specify.

          (b)  Each grant or sale may be made without additional consideration
from the Participant or in consideration of a payment by the Participant that is
less than, equal to or greater than the Market Value per Share on the Date of
Grant.

          (c)  Each grant or sale shall provide that the Deferred Shares covered
thereby shall be subject to a Deferral Period, which shall be fixed by the Board
on the Date of Grant, and any grant or sale may provide for the earlier
termination of the Deferral Period in the event of a change in control of the
Corporation or other similar transaction or event.

          (d)  During the Deferral Period, the Participant shall not have any
right to transfer any rights under the subject award, shall not have any rights
of ownership in the Deferred Shares and shall not have any right to vote the
Deferred Shares, but the Board may on or after the Date of Grant authorize the
payment of dividend equivalents on the Deferred Shares in cash or additional
Common Shares on a current, deferred or contingent basis.

          (e)  Each grant or sale shall be evidenced by an agreement, which
shall be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms and
provisions as the Board may determine consistent with this Plan.

     7.   TRANSFERABILITY.

          (a)  Any grant of an Option Right or other "derivative security" (as
defined in Rule 16a-1(c) under Section 16(a) of the Exchange Act) under this
Plan may permit the transfer thereof by the Participant upon such terms and
conditions as the Board shall specify.

          (b)  Any grant made under this Plan may provide that all or any part
of the Common Shares that are to be issued or transferred by the Corporation
upon the exercise of Option Rights or upon the termination of the Deferral
Period applicable to Deferred Shares, or are no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 5 of this Plan, shall be subject to further restrictions upon transfer.

     8.   ADJUSTMENTS. The Board may make or provide for such adjustments in the
number of Common Shares covered by outstanding Option Rights, Restricted Shares,
and Deferred Shares granted hereunder, the Option Prices per Common Share
applicable to any such Option Rights, and the kind of shares (including shares
of another issuer) covered thereby, as the Board may in good faith determine to
be equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the


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Corporation or (b) any merger, consolidation, spin-off, spin-out, split-off,
split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of warrants or other rights to purchase securities or any
other corporate transaction or event having an effect similar to any of the
foregoing. In the event of any such transaction or event, the Board may provide
in substitution for any or all outstanding awards under this Plan such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all awards so replaced. Moreover, the Board may on or after the Date of Grant
provide in the agreement evidencing any award under this Plan that the holder of
the award may elect to receive an equivalent award in respect of securities of
the surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Board may provide that the holder will
automatically be entitled to receive such an equivalent award. The Board may
also make or provide for such adjustments in the numbers of Common Shares
specified in Sections 3(a) and 3(b) of this Plan as the Board may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 8.

     9.   FRACTIONAL SHARES. The Corporation shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement thereof in cash.

     10.  WITHHOLDING TAXES. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation from the Participant's award for the
withholding are insufficient, it shall be a condition to the receipt of any such
payment or the realization of any such benefit that the Participant or such
other person make arrangements satisfactory to the Corporation for payment of
the balance of any taxes required to be withheld. At the discretion of the
Board, any such arrangements may include relinquishment of a portion of any such
payment or benefit.

     11.  PARTICIPATION BY KEY EMPLOYEES OF OR CONSULTANTS TO A
LESS-THAN-80-PERCENT SUBSIDIARY. As a condition to the effectiveness of any
grant or award to be made hereunder to a Participant who is a key employee of or
a consultant to a Less-Than-80-Percent Subsidiary, regardless of whether the
Participant is also employed by the Corporation or another Subsidiary, the Board
may require the Less-Than-80-Percent Subsidiary to agree to transfer to the
Participant (as, if and when provided for under this Plan and any applicable
agreement entered into between the Participant and the Less-Than-80-Percent
Subsidiary pursuant to this Plan) the Common Shares that would otherwise be
delivered by the Corporation upon receipt by the Less-Than 80-Percent Subsidiary
of any consideration then otherwise payable by the Participant to the
Corporation. Any such award may be evidenced by an agreement between the
Participant and the Less-Than-80-Percent Subsidiary, in lieu of the Corporation,
on terms consistent with this Plan and approved by the Board and the
Less-Than-80-Percent Subsidiary. All Common Shares so delivered by or to a
Less-Than-80-Percent Subsidiary will be treated as if they had been delivered by
or to the Corporation for purposes of Section 3 of this Plan, and all references
to the Corporation in this Plan shall be deemed to refer to the
Less-Than-80-Percent Subsidiary except with respect to the definitions of the
Board and the Committee and in other cases where the context otherwise requires.


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     12.  CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Corporation, termination of
employment to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, any Deferred Shares as to which the Deferral Period is not complete,
or any Common Shares that are subject to any transfer restriction pursuant to
Section 7(b) of this Plan, the Board may take any action that it deems to be
equitable under the circumstances or in the best interests of the Corporation,
including without limitation waiving or modifying any limitation or requirement
with respect to any award under this Plan.

     13.  FOREIGN PARTICIPANTS. In order to facilitate the making of any award
or combination of awards under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals, or who are employed
by the Corporation or any Subsidiary outside of the United States of America, as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or alternative versions of, this
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other purpose;
PROVIDED, HOWEVER that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate the inconsistency without further approval by the stockholders of
the Corporation.

     14.  ADMINISTRATION OF THE PLAN.

          (a)  This Plan shall be administered by the Board, which may delegate
any or all of its authority hereunder to the Committee. To the extent of any
such delegation, references in this Plan to the Board shall be deemed to refer
to the Committee, unless the context requires otherwise. A majority of the Board
shall constitute a quorum, and the acts of the members of the Board who are
present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Board in writing, shall be the acts of the Board.

          (b)  The interpretation and construction by the Board of any provision
of this Plan or any agreement, notification or document evidencing the grant of
Option Rights, Restricted Shares, or Deferred Shares, and any determination by
the Board pursuant to any provision of this Plan or any such agreement,
notification or document, shall be final and conclusive. No member of the Board
shall be liable for any such action taken or determination made in good faith.

     15.  AMENDMENTS AND OTHER MATTERS.

          (a)  This Plan may be amended from time to time by the Board.


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          (b)  With the concurrence of the affected Participant, the Board may
cancel any agreement evidencing Option Rights or any other award granted under
this Plan. In the event of any such cancellation, the Board may authorize the
granting of new Option Rights or other awards hereunder, which may or may not
cover the same number of Common Shares as had been covered by the cancelled
Option Rights or other award, at such Option Price, in such manner and subject
to such other terms, conditions and discretion as would have been permitted
under this Plan had the cancelled Option Rights or other award not been granted.

          (c)  The Board may grant under this Plan any award or combination of
awards authorized under this Plan, including but not limited to Replacement
Option Rights, in exchange for the surrender and cancellation of an award that
was not granted under this Plan, including but not limited to an award that was
granted by the Corporation or a Subsidiary, or by another corporation that is
acquired by the Corporation or a Subsidiary by merger or otherwise, prior to the
adoption of this Plan by the Board, and any such award or combination of awards
so granted under this Plan may or may not cover the same number of Common Shares
as had been covered by the cancelled award and shall be subject to such other
terms, conditions and discretion as would have been permitted under this Plan
had the cancelled award not been granted.

          (d)  This Plan shall not confer upon any Participant any right with
respect to continuance of employment with the Corporation or any Subsidiary and
shall not interfere in any way with any right that the Corporation or any
Subsidiary would otherwise have to terminate any Participant's employment at any
time.


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