Item 1.01 Entry into a Material Definitive Agreement.

On May 11, 2009, Claimsnet.com, inc., a Delaware corporation ("Claimsnet"), borrowed an aggregate of $100,000 from National Financial Corporation ("NFC"), a related party, and in return issued an unsecured promissory note (the "Note"). The Note bears interest at the rate of 3% per annum. Principal and accrued and unpaid interest on the Note are due on demand. In the event Claimsnet cannot satisfy the demand for payment, it shall not be in default of the Note until NFC provides seven (7) days written notice and opportunity to cure such default. Upon such a default, the rate of interest increases to the highest rate allowed by law.

A description of the relationship between Claimsnet and NFC is provided in Claimsnet's Annual Report on Form 10-K for the year ended December 31, 2008, in "Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," which section is incorporated herein by reference for all purposes.

The proceeds from the Note will be used to finance Claimsnet's working capital requirements.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 for a description of Claimsnet's financial obligations pursuant to the Note.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1. Unsecured Promissory Note Made by Claimsnet.com inc. in Favor of National Financial Corporation, dated May 11, 2009.

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