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REVOCABLE PROXY
HEALTHAXIS INC.
Annual Meeting of Stockholders - ______________, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF HEALTHAXIS INC.
The undersigned hereby constitutes and appoints Michael Ashker and
Alvin Clemens and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution for and in the name, place and
stead of the undersigned to appear at the annual meeting of stockholders of
HealthAxis Inc., to be held on ______________, 2000, and at any postponement or
adjournment thereof, and to vote all of the shares of capital stock of
HealthAxis Inc. which the undersigned is entitled to vote, with all the powers
and authority the undersigned would possess if personally present. The
undersigned directs this proxy to vote as indicated on the reverse side of this
proxy card:
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS TO THE CONTRARY ARE INDICATED, THE PERSONS NAMED HEREIN INTEND TO
VOTE FOR THE ELECTION OF THE NOMINEES AND FOR THE PROPOSALS DESCRIBED IN THE
JOINT PROXY STATEMENT/PROSPECTUS. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR, IF
ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS
CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS
TO CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
(Continued and to be signed on reverse side)
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(triangle) FOLD AND DETACH HERE (triangle)
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Vote by Internet at our Internet Address: http://www.eproxy.com/HAXS
or
2. Call toll-free 1-800-840-1208 on a Touch-Tone Telephone.
or
3. By mail - by promptly returning your completed proxy card in the
enclosed envelope.
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Please mark your votes as in this example. X
---
The Board of Directors recommends a VOTE "FOR" the election of the
nominees listed below, Item 2, Item 3, Item 4, Item 5, Item 6
and Item 7.
I. The election as directors of all of the following nominees for the
term of one year:
MICHAEL ASHKER EDWARD W. LeBARON, JR.
ALVIN H. CLEMENS GREGORY T. MUTZ
HENRY G. HAGER JAMES W. McLANE
PATRICK J. McLAUGHLIN DENNIS B. MALONEY
/ / FOR / / VOTE WITHHELD
To withhold authority to vote for an individual nominee, write that
nominee's name on the space provided below:
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II. To adopt the amended and restated agreement and plan of reorganization and
the amended and restated agreement and plan of merger, each dated as of
October 26, 2000 among HealthAxis Inc., HeathAxis.com, Inc. and HealthAxis
Acquisition Corp., a wholly-owned subsidiary of HealthAxis Inc., and to
approve the merger, the issuance of HealthAxis Inc. shares and other
transactions described in the merger agreements ("Item 2");
/ / FOR / / AGAINST / / ABSTAIN
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III. To adopt and approve amendments to HealthAxis Inc.'s amended and restated
articles of incorporation, including the amendment and restatement of such
articles of incorporation as described in Item 3 of the proxy statement
("Item 3");
/ / FOR / / AGAINST / / ABSTAIN
IV. To adopt and approve an amendment to HealthAxis Inc.'s amended and restated
articles of incorporation as described in Item 4 of the proxy statement
("Item 4");
/ / FOR / / AGAINST / / ABSTAIN
V. To approve the adoption of the 2000 Stock Option Plan ("Item 5");
/ / FOR / / AGAINST / / ABSTAIN
VI. To approve the appointment of BDO Seidman LLP as independent public
accountants for HealthAxis Inc. for its 2000 fiscal year ("Item 6");
/ / FOR / / AGAINST / / ABSTAIN
VII. To act upon the adjournment of the annual meeting, if necessary, to permit
further solicitation of proxies in the event there are not sufficient votes
at the time of the annual meeting to approve the amended and restated
agreement and plan of reorganization and the amended and restated agreement
and plan of merger or the amendment to HAI's amended and restated articles
of incorporaiton. ("Item 7");
/ / FOR / / AGAINST / / ABSTAIN
VIII. In their discretion, the proxies are authorized to vote on any other
business as may properly come before the annual meeting or any adjournment
or postponement thereof.
Should the undersigned be present and choose to vote at the annual
meeting or at any adjournments or postponements thereof, and after notification
to the Secretary of HealthAxis Inc. at the annual meeting of the stockholder's
decision to terminate this proxy, then the power of such attorneys or proxies
shall be terminated and shall have no force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary or by duly
executing a proxy bearing a later date. The undersigned hereby acknowledges
receipt of HealthAxis Inc.'s 2000 Annual Report to Shareholders, Notice of
HealthAxis Inc.'s annual meeting and the joint proxy statement/prospectus
relating thereto.
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<CAPTION>
<S> <C> <C>
_________________________________ _________________________________ DATE:__________________________, 2000
Signature(s) (Please date this proxy)
</TABLE>
NOTE: It would be helpful if you signed your name exactly as it appears on
your stock certificate(s), indicating any official position or
representative capacity. If shares are registered in more than one
name, all owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
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(triangle) FOLD AND DETACH HERE AND READ THE REVERSE SIDE (triangle)
YOUR VOTE IS IMPORTANT!
[GRAPHIC] [GRAPHIC]
YOU CAN VOTE IN ONE OF THREE WAYS:
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
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VOTE BY INTERNET
24 hours a day, 7 days a week
Follow the instructions at our Internet Address: http://www.eproxy.com/HAXS
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or
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VOTE BY PHONE
HAVE YOUR PROXY CARD IN HAND.
Call toll-free 1-800-840-1208 on a touch tone telephone 24 hours a day,
7 days a week.
There is NO CHARGE to you for this call.
You will be asked to enter your 11-digit Control Number, which is
located in the box in the lower right hand corner of this form.
Follow the recorded instructions.
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or
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VOTE BY PROXY CARD
Mark, sign and date your proxy card and return it promptly in
the enclosed envelope.
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Note: If you voted by Internet or telephone,
THERE IS NO NEED TO MAIL BACK your proxy card.
THANK YOU FOR VOTING.
