##### 



Exhibit 10.5


FORM OF WARRANT

THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR
SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH
APPLICABLE STATE LAWS.

THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF (1) ARE SUBJECT TO A CERTAIN INVESTOR
RIGHTS AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE ISSUER HEREOF
AND INITIAL HOLDER HEREOF (THE INVESTOR RIGHTS
AGREEMENT) THAT RESTRICTS CERTAIN TRANSFERS OF SUCH
SECURITIES AND (2) MAY BE SUBJECT TO CERTAIN RIGHTS AND
OBLIGATIONS PROVIDED FOR IN THAT CERTAIN REGISTRATION RIGHTS
AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE ISSUER HEREOF AND
THE INITIAL HOLDER HEREOF (THE REGISTRATION RIGHTS
AGREEMENT). A COPY OF SUCH AGREEMENTS SHALL BE
FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.



|    |                                
|--- | -------------------------------
|No. | Date of Issuance: June 30, 2004

WARRANT TO PURCHASE

SHARES OF COMMON STOCK


OF


HEALTHAXIS INC.


THIS IS TO CERTIFY that, for value
received,                     ,
is entitled to purchase from Healthaxis Inc., a Pennsylvania
corporation (the Company), at any time from
the date of issuance and on or before the Expiration
Date,                      shares
of Common Stock of the Company (as adjusted pursuant to
Section 2 of this Warrant) at the Exercise Price on the
terms and subject to the conditions hereinafter set forth.

Capitalized terms used herein without definition
shall have the meanings set forth in Section 8 of this
Warrant.

1.     Exercise of
Warrant; Company Call Rights.

(a) Subject to the terms and conditions set
forth herein, the Holder shall have the right, at its option, to
exercise this Warrant in whole or in part at any time during the
period commencing on the Issue Date and ending on the Expiration
Date. To exercise this Warrant, the Holder shall deliver to the
Company (i) a notice of exercise in the form attached
hereto (the Notice of Exercise) duly
completed and executed, (ii) an amount in cash equal to the
Exercise Price, (iii) this Warrant; and (iv) such
documentation as the Company may reasonably require in
connection with establishing an exemption from registration
under federal and state securities law for the issuance of
shares of Common Stock to Holder upon the exercise hereof,
including, without limitation, an investor questionnaire, and a
letter of securities law representations and warranties
concerning Holder and Holders investment in such
securities. At the option of the Holder, payment of the Exercise
Price shall be made: (A) by wire transfer of funds to an
account in a bank located in the United States designated by the
Company for such purpose; (B) by certified or official bank
check payable to the order of the Company; or (C) a
combination of such methods.

(b) Upon receipt of the required deliveries,
and subject to Section 1(c) below, the Company shall, as
promptly as practicable and no later than three
(3) business days after receipt of the Notice of Exercise,
cause to be issued and delivered to the Holder, subject to the
terms of the Investor Rights Agreement, a certificate or
certificates representing shares of Common Stock equal in the
aggregate to the number of shares of Common Stock specified in
the Notice of Exercise. The shares of Common Stock so purchased
shall be

1



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##### 



deemed to be issued to the Holder or such
Holders designee, as the record owner of such shares, as
of the close of business on the Exercise Date. The Company shall
pay all reasonable expenses, taxes and other charges payable in
connection with the preparation, execution and delivery of stock
certificates pursuant to this Section 1.


(c) Notwithstanding any provision herein to
the contrary, if (i) the Market Price (as defined below)
for one share of Common Stock is greater than the Exercise Price
(on the date of exercise of all or a part of this Warrant), and
(ii) if no registration statement covering the shares for
which this Warrant is exercisable is effective as of the
Exercise Date (after the 120th day following the Filing
Date, as defined in the Registration Rights Agreement),
then in lieu of exercising this Warrant for cash, Holder may
elect to receive Common Stock equal to the value (as determined
below) of this Warrant (or the portion thereof being exercised)
by surrender of this Warrant at the principal office of the
Company, together with the form of Election to Exercise attached
as Exhibit Ahereto fully executed, in which event
the Company shall issue to Holder that number of shares of
Common Stock computed using the following formula:

|      |  |     |  |                                                                                                                                                                                                                                                                         
|----- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Y = |  | Z 2/3 (C-B)/ C                                                                                                                                                                                                                                                          
|Where |  | Y = |  | the number of shares of Common Stock to be issued
    to Holder                                                                                                                                                                                                         
|      |  | Z = |  | the aggregate number of shares of Common Stock
    purchasable under this Warrant or, if only a portion of this
    Warrant is being exercised, the number of shares of Common Stock
    for which this Warrant is being exercised (at the date of such
    calculation)
|      |  | B = |  | Exercise Price                                                                                                                                                                                                                                                          
|      |  | C = |  | Market Price of one share of Common Stock (at the
    date of such calculation)                                                                                                                                                                                         

For purposes of this Section, the Market Price of
one share of the Common Stock shall be calculated as follows: If
the Common Stock is traded on a national securities exchange,
the Nasdaq Stock Market or the over-the-counter market, the last
reported price on the date of valuation at which the Common
Stock has traded on such exchange or the Nasdaq Stock Market, or
the average of the bid and asked prices on the over-the-counter
market on the date of valuation or, if no sale took place on
such date, the last date on which a sale took place. If the
Common Stock is not so traded, the Market Price of one share of
the Common Stock shall be as determined by agreement of the
parties hereto, or if the parties hereto cannot reach agreement,
then such value shall be determined by appraisal by an
independent investment banking firm selected by the Company and
acceptable to Holder; provided, however, that if Holder and the
Company cannot agree on such investment banking firm, such
appraised value shall be determined by an independent investment
banking firm independently selected by the agreement of an
investment banking firm selected by each of the Company and
Holder. The cost of such appraisal shall be borne equally by the
Company and Holder.

(d) Subject to the terms and conditions
otherwise set forth herein, the Company shall have the right, at
its option, to compel the exercise of this Warrant at any time
during the period commencing 18 months after the Issue Date
and ending on the Expiration Date if, and only if, (i) the
Common Stock has traded in the public market at a price per
share of $7.00 or higher during 20 out of 30 trailing trading
days (as reported by The Nasdaq Stock Market or such other
public market on which the common stock is then quoted or
listed) immediately preceding the date of the Companys
written notice to the Holder of its election pursuant to this
Section 1(d) and (ii) a registration statement under
the Securities Act of 1933 that covers the resale of the shares
of Common Stock with respect to which this Warrant is then being
exercised is then effective as and to the extent provided in the
Registration Rights Agreement. Notwithstanding anything herein
to the contrary, in no event shall the Holder be entitled to
exercise any portion of this Warrant, nor shall the Company have
the right to force the exercise of any portion of this Warrant
in excess of that portion of this Warrant upon exercise of which
the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than
shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of the Warrant
or the unexercised or unconverted portion of any other security
of the Holder subject to a limitation on conversion analogous to
the limitations contained herein) and (2) the number of
shares of Common Stock issuable upon the exercise of the portion
of this Warrant with respect to which the determination of this
proviso is being made, would result in beneficial ownership by
the

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Holder and its Affiliates of more than 4.99% of
the then outstanding shares of Common Stock. As used herein, the
term Affiliate means any person or entity that,
directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a
person or entity, as such terms are used in and construed under
Rule 144 under the Securities Act. For purposes of the
proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso. The
Holder may waive the limitations set forth herein by at least
sixty-one (61) days written notice to the Company.


In the event of the Companys election to
exercise all or a portion of this Warrant, the Holder shall
within 5 business days of its receipt of the notice specified
above deliver to the Company the Exercise Price, the Warrant,
such documentation with respect to the establishment of an
exemption from registration under federal and state securities
laws for the issuance of shares of Common Stock to Holder, and
the Company shall promptly thereafter deliver to the Holder the
shares of Common Stock with respect to which this Warrant is
exercised. The Company shall, as promptly as practicable and no
later than three (3) business days after receipt of the
Exercise Price, cause to be issued and delivered to the Holder,
subject to the terms of the Investor Rights Agreement, a
certificate or certificates representing shares of Common Stock
equal in the aggregate to the number of shares of Common Stock
specified in the Notice of Exercise. Such shares of Common Stock
shall be deemed to be issued on the Exercise Date, subject to
the Holders right to elect a forfeiture (as provided in
the final sentence of this paragraph). At the option of Holder,
payment of the Exercise Price shall be made: (A) by wire
transfer of funds to an account in a bank located in the United
States designated by the Company for that purpose; (B) by
certified or official bank check payable to the order of the
Company; or (C) a combination of such methods.
Notwithstanding the foregoing terms of this Section 1(d),
in the event the Company delivers notice to the Holder of the
required exercise of this Warrant, the Holder may in lieu of
exercising this Warrant elect to forfeit this Warrant by
promptly delivering written notice to such effect to the Company.

2.     Adjustment of
Exercise Price and Number of Shares. The Exercise Price and
the number of shares of Common Stock obtainable upon exercise of
this Warrant shall be subject to adjustment from time to time as
provided in this Section 2.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) If the Company at any time after the
    Issue Date: (i) pays or makes a stock dividend on its
    Common Stock in shares of Common Stock, (ii) subdivides
    outstanding shares of Common Stock into a larger number of
    shares, (iii) issues any shares of Common Stock by
    reclassification of shares of Common Stock, or (iv) effects
    a reverse stock split of Common Stock, then this Warrant shall
    thereafter be exercisable for that number of shares that would
    have derived had the Warrant been exercised immediately prior to
    the events listed in (i), (ii), (iii) or (iv) above
    (and the Exercise Price thereof shall be correspondingly
    adjusted). In the case of a subdivision or re-classification,
    any adjustment made pursuant to this Section 2(a) shall
    become effective immediately after the effective date of such
    subdivision or re-classification. Such adjustments shall be made
    successively whenever any event listed above shall occur.                                                                                                                 
|
| | (b) If at any time after the Issue Date, the
    Common Stock issuable upon the exercise of the Warrant is
    changed into the same or a different number of shares of any
    class or classes of stock, whether by recapitalization,
    reclassification, exchange, substitution or otherwise, and other
    than a capital reorganization, merger or consolidation (the
    adjustment for which is provided for in Section 2(c)), in
    any such event the Holder shall have the right thereafter to
    exercise this Warrant for stock into the kind and amount of
    stock and other securities and property receivable in connection
    with such recapitalization, reclassification or other change
    that it would have been entitled to receive had it exercised
    this Warrant immediately prior to such recapitalization,
    reclassification, exchange, substitution or other event, all
    subject to further adjustments as provided herein or with
    respect to such other securities or property by the terms
    thereof (and the Exercise Price of this Warrant shall be
    correspondingly adjusted).
|
| | (c) If at any time after the Issue Date, the
    Common Stock is converted into other securities or property,
    whether pursuant to a capital reorganization, merger,
    consolidation or otherwise (other than a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

3



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | recapitalization, reclassification, subdivision,
    exchange or substitution of shares provided for in
    Section 2(b)), as a part of such transaction, provision
    shall be made so that the Holder shall thereafter be entitled to
    receive upon exercise of this Warrant the number of shares of
    stock or other securities or property to which a holder of the
    number of shares of Common Stock deliverable upon conversion
    would have been entitled to receive in connection with such
    transaction, subject to adjustment in respect of such stock or
    securities by the terms thereof (and the Exercise Price of this
    Warrant shall be correspondingly adjusted). To the extent
    applicable, appropriate adjustment shall be made in the
    application of the provisions of this Section 2 with
    respect to the rights of the Holder after such transaction to
    the end that the provisions of this Section 2 (including
    adjustment to the number of shares issuable upon exercise of the
    Warrant and the adjustment of the Exercise Price thereof) shall
    be applicable after that event and be as nearly equivalent as
    practicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) In case the Company shall fix a payment
    date for the making of a distribution to all holders of Common
    Stock (including any such distribution made in connection with a
    consolidation or merger in which the Company is the continuing
    corporation) of evidences of indebtedness or assets (other than
    cash dividends or cash distributions payable out of consolidated
    earnings or earned surplus or dividends or distributions
    referred to in Section 2(a)), or subscription rights or
    warrants, the Exercise Price to be in effect after such payment
    date shall be determined by multiplying the Exercise Price in
    effect immediately prior to such payment date by a fraction, the
    numerator of which shall be the total number of shares of Common
    Stock outstanding multiplied by the Market Price (as defined
    below) per share of Common Stock immediately prior to such
    payment date, less the fair market value (as determined by the
    Companys Board of Directors in good faith) of said assets
    or evidences of indebtedness so distributed, or of such
    subscription rights or warrants, and the denominator of which
    shall be the total number of shares of Common Stock outstanding
    multiplied by such Market Price per share of Common Stock
    immediately prior to such payment date. Market Price
    as of a particular date (the Valuation Date) shall
    mean the following: (p) if the Common Stock is then listed
    on a national stock exchange, the Market Price shall be the
    closing sale price of one share of Common Stock on such exchange
    on the last trading day prior to the Valuation Date, provided
    that if such stock has not traded in the prior ten
    (10) trading sessions, the Market Price shall be the
    average closing price of one share of Common Stock in the most
    recent ten (10) trading sessions during which the Common
    Stock has traded; (q) if the Common Stock is then included
    in The Nasdaq Stock Market, Inc. (Nasdaq), the
    Market Price shall be the closing sale price of one share of
    Common Stock on Nasdaq on the last trading day prior to the
    Valuation Date or, if no such closing sale price is available,
    the average of the high bid and the low ask price quoted on
    Nasdaq as of the end of the last trading day prior to the
    Valuation Date, provided that if such stock has not traded in
    the prior ten (10) trading sessions, the Market Price shall
    be the average closing price of one share of Common Stock in the
    most recent ten (10) trading sessions during which the
    Common Stock has traded; (s) if the Common Stock is then
    included in the Over-the-Counter Bulletin Board, the Market
    Price shall be the closing sale price of one share of Common
    Stock on the Over-the-Counter Bulletin Board on the last trading
    day prior to the Valuation Date or, if no such closing sale
    price is available, the average of the high bid and the low ask
    price quoted on the Over-the-Counter Bulletin Board as of the
    end of the last trading day prior to the Valuation Date,
    provided that if such stock has not traded in the prior ten
    (10) trading sessions, the Market Price shall be the
    average closing price of one share of Common Stock in the most
    recent ten (10) trading sessions during which the Common
    Stock has traded, (t) if the Common Stock is then included
    in the pink sheets, the Market Price shall be the
    closing sale price of one share of Common Stock on the
    pink sheets on the last trading day prior to the
    Valuation Date or, if no such closing sale price is available,
    the average of the high bid and the low ask price quoted on the
    pink sheets as of the end of the last trading day
    prior to the Valuation Date, provided that if such stock has not
    traded in the prior ten (10) trading sessions, the Market
    Price shall be the average closing price of one share of Common
    Stock in the most recent ten (10) trading sessions during
    which the Common Stock has traded. The Board of Directors of the
    Company shall respond promptly, in writing, to an

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| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | inquiry by the Holder prior to the exercise
    hereunder as to the Market Price of a share of Common Stock as
    determined by the Board of Directors of the Company.                                                                              
|
| | (e) An adjustment to the Exercise Price
    shall become effective immediately after the payment date in the
    case of each dividend or distribution and immediately after the
    effective date of each other event which requires an adjustment.
|
| | (f) Holder, by accepting the benefits of
    this Warrant, agrees that the number of shares for which this
    Warrant is exercisable shall be subject to adjustment or
    reduction as provided in this Section 2.                                 



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) (i) Within three (3) business
    days of any adjustment of the number of shares issuable upon
    exercise hereof, the Company shall give written notice thereof
    to the Holder, setting forth in reasonable detail and certifying
    the calculation of such adjustment.



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The Company shall give written notice
    to the Holder at least fifteen (15) days prior to the date
    on which any merger or reclassification provided from in
    Section 2(c) hereof shall take place.

3.     Reservation.
The Company shall, at all times prior to the Expiration Date,
reserve and keep available, solely for issuance and delivery
upon the exercise of this Warrant, a number of authorized shares
of Common Stock equal to the number of shares issuable from time
to time upon exercise of this Warrant.

4.     Fully Paid
Stock. The Company covenants that the shares of stock
represented by each and every certificate for its Common Stock
to be delivered on the exercise of the purchase rights herein
shall, at the time of such delivery, be duly authorized, validly
issued and outstanding and fully paid and nonassessable.

5.     Restrictions
on Transfer. Holder, by acceptance hereof, agrees that the
transfer of this Warrant and the Shares issuable upon exercise
of the Warrant are subject to the provisions of the Investor
Rights Agreement that, until the first anniversary of the Issue
Date, restrict certain transfers of such securities and makes
any such attempted transfers void ab initio; and this
Warrant and the Shares issuable upon exercise of the Warrant and
the holders thereof shall be entitled to all rights and benefits
accorded thereto and subject to all the restrictions and
obligations imposed thereon in the Investor Rights Agreement.

6.     Partial
Exercise or Purchase. If this Warrant is exercised or
purchased in part only, the Holder shall be entitled to receive
a new Warrant, issued at the Companys expense, registered
in the name of the Holder evidencing the right to purchase the
aggregate number of shares of Common Stock for which this
Warrant was not exercised or purchased.

7.     No Fractional
Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder
would otherwise be entitled, the Company shall make a cash
payment equal to the difference between the Market Price and the
Exercise Price multiplied by such fraction.

8.     Definitions.

In addition to the terms defined elsewhere in
this Warrant, the following terms shall have the meanings set
forth below:

Common
Stockmeans the Companys
common stock, par value $.10 per share.

Exercise
Datemeans the date on which
this Warrant is exercised by the Holder pursuant to the terms
hereof.

Exercise
Pricemeans $5.50 per share
of Common Stock, subject to adjustment as provided herein.

Expiration
Dateshall mean 5:00 p.m.,
Dallas, Texas time, June 30, 2009.

Holdershall mean the person in whose name this Warrant is registered
on the books of the Company maintained for such purpose.

Issue
Dateshall mean the date of
issuance of this Warrant, or, if this Warrant has been issued in
replacement for, or upon the partial exercise of, another
Warrant, the Issue Date of such other Warrant.

5



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Personshall mean any individual, sole proprietorship, partnership,
joint venture, unincorporated organization, association,
corporation, trust, institution, public benefit corporation,
entity or government.

Registration Rights
Agreementmeans the Registration
Rights Agreement, dated as of June 30, 2004, by and among
the Company and the initial holders.

Securities
Actshall mean the Securities
Act of 1933, as amended, or any successor federal statute, and
the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, all as in effect from time to
time.

Warrantmeans this Warrant and all warrants hereafter issued in exchange
or substitution for this Warrant.

9.     Replacement
Warrants. If this Warrant is mutilated, lost, stolen or
destroyed, the Company may issue a new Warrant of like date,
tenor and denomination and deliver the same in exchange and
substitution for and upon surrender and cancellation of the
mutilated Warrant, or in lieu of the Warrant lost, stolen or
destroyed, upon receipt of evidence satisfactory to the Company
of the loss, theft or destruction of such Warrant.

10.     Warrant
Holder Not a Shareholder. The Holder shall not be entitled
to vote or receive dividends or be deemed the holder of the
Common Stock or any other securities that may at any time be
issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of
stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant
shall have been exercised as provided herein.

11.     Identity of
Transfer Agent. The Transfer Agent for the Common Stock is
Mellon Investor Services LLC. Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares
of the Companys capital stock issuable upon the exercise
of the rights of purchase represented by the Warrant, the
Company will mail to the Holder a statement setting forth the
name and address of such transfer agent.

12.     Registration
Rights. The initial holder of this Warrant is entitled to
the benefit of certain registration rights with respect to the
shares of Common Stock issuable upon the exercise of this
Warrant as provided in the Registration Rights Agreement, and
any subsequent holder hereof shall be entitled to such rights to
the extent provided in the Registration Rights Agreement.

13.     Notices.
Except as otherwise expressly provided herein, any notices,
consents, waivers or other communications required or permitted
to be given under this Warrant must be in writing and will be
deemed to have been delivered (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by
facsimile, provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending
party (if received by 5:00 p.m. eastern time
(ET) where such notice is received) or the first
business day following such delivery (if received after
5:00 p.m. ET where such notice is received); or
(iii) one business day after deposit with a nationally
recognized overnight delivery service, in each case properly
addressed to the party to receive the same. Any communications
shall be addressed (a) to the Company, at its principal
executive offices and (b) to the Holder, at the
Holders address as it appears in the records of the
Company (unless otherwise indicated by the Holder).

14.     Severability.
Whenever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective under applicable
law, but if any provision of this Warrant is held to be
prohibited by or invalid under applicable law in any
jurisdiction, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating
any other provision of this Agreement.

15.     Captions;
Governing Law. The descriptive headings of the various
sections of this Warrant are for convenience only and shall not
affect the meaning or construction of the provisions hereof. All
questions

6



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concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed
by the internal law of the Commonwealth of Pennsylvania, without
giving effect to any choice of law or conflict of law provision
or rule. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


16.     Waivers and
Amendments. This Warrant and any provisions hereof may be
changed, waived, discharged or terminated only by an instrument
in writing signed by the party against whom enforcement of the
same is sought.

17.     Successors.
All the covenants and provisions hereof by or for the benefit of
the Holder shall bind and inure to the benefit of its respective
successors and assigns hereunder.

18.     Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a Sunday or shall be a
legal holiday, then such action may be taken or such right may
be executed on the next succeeding day not a legal holiday.

IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed and attested by its duly authorized
officers and to be dated this 30th day of June, 2004.



| |                
| | ---------------
| | HEALTHAXIS INC.



| |     | 
| | --- | 
| | By: | 

| |                                         
| | ----------------------------------------
| |                                         
| | James W. McLane, Chief Executive Officer

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NOTICE OF EXERCISE

Healthaxis Inc.


The Towers at Williams Square


5215 N. OConnor Blvd.,
Suite 800


Irving, Texas 75039


The
undersigned,                                                               ,

 pursuant to the provisions of Warrant
No.           issued
on                     ,
2004, hereby elects to
purchase                      shares
of common stock of Healthaxis Inc. covered by the Warrant
described herein.

This exercise of the Warrant is being carried out
pursuant to: Section 1(a) of the Warrant
o or Section 1(c) of the
Warrant o (check one).

Dated:



| |           
| | ----------
| | Signature:
|
| | Address:  
|
| |           
|
| |           

8