<PAGE> 1
FORM OF PROXY CARD FOR CAREINSITE, INC.
EXHIBIT 99.3
CAREINSITE, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints and as
proxies, each with the power of substitution, and hereby authorizes them to vote
all shares of common stock of the undersigned at a special meeting of
CAREINSITE, INC., to be held at on ,
2000 at a.m., Eastern time, and at any adjournment or postponement thereof.
WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS SET FORTH ON THE
REVERSE SIDE.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE> 2
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY BY USING
THE ENCLOSED ENVELOPE
[X] Please mark your
vote as in this example
The Board of Directors recommends a vote FOR approval of proposals 1 and 2.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. To approve the CareInsite merger and the CareInsite
merger agreement. [ ] [ ] [ ]
2. To ratify and approve the CareInsite, Inc. 1999 Director
Stock Option Plan. [ ] [ ] [ ]
</TABLE>
Please sign, date and mail your proxy card back as soon as possible
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any other adjournments or
postponements thereof.
The undersigned acknowledges receipt of the accompanying Notice of Special
Meeting.
Signature: ____________________________ Date: ______________
Signature: ____________________________ Date: ______________
This Proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of the duly
authorized officer executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate capacity of duly
authorized officer executing on behalf of the partnership.
