X0202 3 2005-05-13 0 0000768892 HEALTHAXIS INC HAXS 0001326949 Tak Sharad Kumar 400 PROFESSIONAL DRIVE GAITHERSBURG MD 20879 0 0 1 0 Common Stock 2222222 I By Tak Investments, Inc. Warrants 2.25 2005-05-13 2007-05-13 Common Stock 2222222 I By Tak Investments, Inc. Warrants 2.70 2005-05-13 2008-05-13 Common Stock 555556 I By Tak Investments, Inc. Warrants 3.15 2005-05-13 2009-05-13 Common Stock 555556 I By Tak Investments, Inc. On May 13, 2005 Tak Investments, Inc., a Delaware corporation owned by Mr. Sharad Tak purchased 2,222,222 shares of common stock at a purchase price of $2.25 per share pursuant to the terms and conditions of the Stock and Warrant Purchase Agreement between the Company and Tak Investments, Inc., dated as of February 23, 2005 (the "Purchase Agreement"). The reporting person has a pecuniary interest in such securities through his ownership of 100% of the interests of Tak Investments, Inc. Although Tak Investments, Inc. may elect to exercise the warrant for 2,222,222 shares of common stock, the Company may call the exercise of this Warrant (Warrant No. 2005-01) for up to 3,333,333 shares of common stock subject to certain conditions, including unanimous approval of such action by the Company?s Board of Directors (which requires the approval of Tak Investments, Inc.?s designees to the Board). In addition to the 555,556 shares, Tak Investments, Inc. may exercise the warrant for one (1) additional share of Common Stock for each four (4) shares of Common Stock purchased pursuant to Warrant No. 2005-01, up to an aggregate of 1,388,889 shares of Common Stock of the Company per this warrant. /s/ Sharad K. Tak 2005-05-23